United Methodist Church Disaffilation Process
UNITED METHODIST CHURCH
DISAFFILATION PROCESS
THINGS TO KNOW AND DO
Compile
an up to date membership role and determine if you have enough
members that are willing or want to disaffiliate from the UMC.Call your
DS and explain to him you are considering disaffiliation and would
like to know how much it will cost on there part for pension and
insurance etc. Pastors I know say they should know right away and
should be able to give you a figure. If you owe conference for loans
and back apportionmont that will be taken that into consideration.Once all
things considered and you wish to disaffiliate you will have to make
arraingments for the DS to come to your church for the official vote
and vote certification. If you have two thirds of vote required you
should be able to start the disaffiliation process.STANDARD
FORM DISAFILLLIATION AGREEMENT BELOW
GCFA-Developed
“Standard Form Disaffiliation Agreement” As mandated
by ¶ 2553 In February 2019, the General Conference adopted petition
90066, which added a new ¶ 2553 to The Book of Discipline. 1 This
new paragraph allows a local church to disaffiliate from The United
Methodist Church “over issues related to human sexuality.” Among
other things, it requires a local church’s disaffiliation be
“memorialized in a binding Disaffiliation Agreement,” which must
be consistent with certain provisions set forth within the
paragraph.2 Additionally, GCFA is tasked with “develop[ing] a
standard form for Disaffiliation Agreements under [¶ 2553] to
protect The United Methodist Church as set forth in ¶ 807.9.”3 In
fulfillment of this provision, GCFA’s Board of Directors has
adopted the enclosed “Disaffiliation Agreement Pursuant to ¶
2553.” This “standard form” is intended to address the minimum
requirements for a disaffiliation agreement, as set forth in ¶
2553. It also reflects that “the disaffiliation agreement [must]
be ratified by a simple majority of the members of the annual
conference present and voting,” as required by Judicial Council
Decision 1379. It is not intended to be a comprehensive document
which addresses all issues that could be relevant in any particular
disaffiliation process, especially given that, per ¶ 2553.4a,
“annual conferences may develop additional standard terms that are
not inconsistent with the standard form of this paragraph.” Thus,
there are a number of specific and general legal and practical
matters annual conferences should consider when developing an
agreement for a specific disaffiliating church, but which are
outside the scope of GCFA’s mandate in drafting this standard
form. Examples of other topics include: indemnification, maintenance
of insurance coverage, jurisdiction/venue, arbitration, and other
typical contractual terms; any guarantees the annual conference has
made on behalf of the local church; acquisition of denominational
archives and records; and other individuals/entities to be
consulted, such as the annual conference’s foundation. The annual
conference may want to provide a local church which is considering
disaffiliation with a summary of the terms that local church can
expect, including how calculations of any required payments would be
made and estimates of such payments, if available. Nothing in this
standard form is intended to preclude the annual conference from
providing this information to a local church before it conducts a
vote. So that it may fulfill its obligations as the central
organization for the denomination’s group tax exemption ruling,
GCFA respectfully requests that annual conferences – in addition
to its usual process for reporting which United Methodist churches
cease to exist – inform GCFA’s Legal Services Department (legal@gcfa.org) of the name of any church which uses the ¶
2553 process, along with the actual disaffiliation date. GCFA will
review this standard form on a periodic basis and welcomes feedback
regarding its content. 1 By its own terms, petition 90066 was
effective at the close of the 2019 General Conference. 2 ¶ 2553.4 3
¶ 2553.4a. Page 1 of 6 [Paragraph 2553.4a requires GCFA to “develop
a standard form for Disaffiliation Agreements under [¶ 2553] to
protect The United Methodist Church as set forth in ¶ 807.9.” The
below “Disaffiliation Agreement Pursuant to ¶ 2553” is in
fulfillment of that mandate. It is intended to address the minimum
requirements for such agreements, as set forth in ¶ 2553. As stated
in ¶ 2553.4a, “annual conferences may develop additional standard
terms that are not inconsistent with the standard form of this
paragraph.” This form also reflects that “the disaffiliation
agreement [must] be ratified by a simple majority of the members of
the annual conference present and voting,” as required by Judicial
Council Decision 1379.] DISAFFILIATION AGREEMENT PURSUANT TO ¶ 2553
This Disaffiliation Agreement Pursuant to ¶ 2553 (“Disaffiliation
Agreement”) is entered into this ______ day of ________________,
20__, by and between ________________ (“Local Church”) and
_________________ (“Annual Conference”). WHEREAS, Local Church
is a United Methodist church within the boundaries of Annual
Conference; WHEREAS, Local Church has held a church conference, in
compliance with ¶¶ 246.8, 248, and 2553.2-.3 of The Book of
Discipline of The United Methodist Church (“Discipline”), at
which at least two-thirds (2/3) of the professing members present at
the church conference of Local Church voted to disaffiliate from The
United Methodist Church “for reasons of conscience regarding a
change in the requirements and provisions of the Book of Discipline
related to the practice of homosexuality or the ordination or
marriage of self-avowed practicing homosexuals as resolved and
adopted by the 2019 General Conference, or the actions or inactions
of its annual conference related to these issues which follow.”
WHEREAS, pursuant to ¶ 2501.1 of the Discipline, Local Church holds
its real and personal, tangible and intangible property “in trust
for The United Methodist Church and subject to the provisions of its
Discipline.” Page 2 of 6 WHEREAS, property subject to ¶ 2501.1
“can be released from the trust, transferred free of trust or
subordinated to the interests of creditors and other third parties
only to the extent authority is given by the Discipline.” (¶
2501.2) WHEREAS, ¶ 2553 provides a specific circumstance in which
property subject to ¶ 2501.1 can be released from the trust imposed
by that paragraph. WHEREAS, ¶ 2553.4 requires the terms and
conditions of Local Church’s disaffiliation from The United
Methodist Church to be “memorialized in a binding Disaffiliation
Agreement.” WHEREAS, Local Church and Annual Conference wish to
(1) resolve all matters between them, and Local Church wishes to
acquire from Annual Conference all of Annual Conference’s
interest, on behalf of The United Methodist Church, in the real and
personal, tangible and intangible property held by Local Church and
(2) comply with the requirements of ¶ 2553 and Judicial Council
Decision 1379. NOW, THEREFORE, in consideration of the foregoing and
all the mutual covenants herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Local Church and Annual Conference agree as
follows: 1. Conditions Precedent. Local Church and Annual Conference
acknowledge and agree: a. Church Conference Vote. At least
two-thirds (2/3) of the professing members present at a church
conference of Local Church must vote to disaffiliate from The United
Methodist Church “for reasons of conscience regarding a change in
the requirements and provisions of the Book of Discipline related to
the practice of homosexuality or the ordination or marriage of
self-avowed practicing homosexuals as resolved and adopted by the
2019 General Conference, or the actions or inactions of its annual
conference related to these issues which follow.” Local Church
must provide documentation, to the satisfaction of Annual
Conference, which evidences the result of the disaffiliation vote
taken at the church conference. Such documentation must be certified
by an authorized officer of Local Church and shall be included as an
exhibit to this Disaffiliation Agreement. Page 3 of 6 b. Annual
Conference Vote. This Disaffiliation Agreement must be “ratified
by a simple majority of the members . . . present and voting” at a
duly-called session of Annual Conference, as required by Judicial
Council Decision 1379 and ¶ 2529.1b(3). Should either of the above
not occur, this Disaffiliation Agreement shall immediately become
null and void. 2. Applicability of ¶ 2501. Local Church
acknowledges and agrees that pursuant to ¶ 2501 of the Discipline,
Local Church holds all property, real and personal, tangible and
intangible, in trust for the benefit of The United Methodist Church.
3. Date of Disaffiliation. Should Local Church timely comply with
all of its obligations as set forth herein, Local Church’s
disaffiliation from The United Methodist Church will be effective on
_______, 20__ (“Disaffiliation Date”).a Such Disaffiliation Date
must be subsequent to the Annual Conference’s ratification
referenced in Section 1 above. 4. Local Church’s Obligations.
Unless a different date is specified, Local Church shall, by no
later than the Disaffiliation Date, do the following: a. Payments.
Prior to the Disaffiliation Date, Local Church shall pay to Annual
Conference, in a manner specified by Annual Conference, the
following: i. [either “Local Church shall pay ___________ in
exchange for the right to retain its real and personal, tangible and
intangible property, subject to the following terms . . .” or
“Local Church shall have the right to retain its real and
personal, tangible and intangible property without charge. Any costs
relating to Local Church’s retention of its property will be borne
by Local Church.”] ii. Any unpaid apportionments for the twelve
(12) months immediately prior to the Disaffiliation Date, as
calculated by Annual Conference, totaling __________; iii. An
additional twelve (12) months of apportionments, as calculated by
Annual Conference, totaling __________; a Per ¶ 2553.2, this date
cannot be later than December 31, 2023. Page 4 of 6 iv. An amount
equal to Local Church’s pro rata share, as determined by Annual
Conference, of Annual Conference’s unfunded pension obligations,
based on the Annual Conference’s aggregate funding obligations as
determined by the General Board of Pension and Health Benefits using
market factors similar to a commercial annuity provider, totaling
__________; v. [“Annual conferences may develop additional
standard terms that are not inconsistent with the standard form of
this paragraph.” (¶ 2553.4a) Insert other payments, which may
include, without limitation, other debts and direct bill obligations
to Annual Conference or a related foundation, as “established by
the board of trustees of [Annual Conference], with the advice of the
cabinet, the annual conference treasurer, the annual conference
benefits officer, the director of connectional ministries, and the
annual conference chancellor” (¶ 2553.4)] b. Other Liabilities.
Local Church shall either satisfy all of its debts, loans, and
liabilities, or assign or transfer such obligations to its new
entity. Local Church must provide sufficient documentation of same
to Annual Conference. c. Intellectual Property. Local Church shall
cease all use of “United Methodist,” the Cross & Flame
insignia, and any other intellectual property of the denomination
and Annual Conference, including the removal of all signage
containing the same.” d. Group Tax Exemption Ruling. As of the
Disaffiliation Date, Local Church shall cease to use, and also shall
ensure that any affiliates of Local Church which have been included
in the group tax exemption ruling shall cease to use, any and all
documentation stating that Local Church is included in the
denomination’s group tax exemption ruling administered by the
General Council on Finance and Administration of The United
Methodist Church. Local Church and any of its affiliates which have
been included in the group tax exemption ruling will be removed as
of the Disaffiliation Date. e. [“Annual conferences may develop
additional standard terms that are not inconsistent with the
standard form of this paragraph.” (¶ 2553.4a) Page 5 of 6 Insert
other terms and conditions, as “established by the board of
trustees of [Annual Conference], with the advice of the cabinet, the
annual conference treasurer, the annual conference benefits officer,
the director of connectional ministries, and the annual conference
chancellor” (¶ 2553.4). Such other terms and conditions may
include, without limitation: turning over church archives,
membership rolls, historical documents related to funerals,
baptisms, weddings, minutes, etc.; if the church has a cemetery or
columbarium, provisions related to continued maintenance after
disaffiliation, and continued access for families and loved ones of
United Methodists buried there; addressing any UMC Foundation loans
or related issues as applicable.] 5. Organizational Transition.
Local Church shall take all steps necessary to [close and/or
dissolve any legal entities and to settle, liquidate, or transfer
all assets and obligations of such entities, or to establish any new
legal entities, or to modify its current organizing documents,] b as
needed to effectuate its disaffiliation from The United Methodist
Church, to the satisfaction of Annual Conference. Local Church shall
indemnify, defend, and hold harmless Annual Conference and its
officers, directors, agents, and employees from any liability or
costs (including reasonable attorney fees) resulting from any claim,
action, or cause of action for damages to persons or property
resulting from Local Church’s failure to take all necessary steps
as required by this Section 5. 6. Property. On the Disaffiliation
Date, Local Church will have full ownership of the property and
assets listed in [identify relevant exhibit(s), as required by
applicable law]. The parties shall ensure all necessary transfers or
other transactions relating to the above properties are completed
prior to the Disaffiliation Date. Any costs resulting from such
transfers or other transactions shall be borne by Local Church.
Annual Conference shall fully cooperate with Local Church, as needed
and applicable, to ensure that such transfers and other transactions
convey all of Annual Conference’s interest – both for itself and
on behalf of The United Methodist Church – in the real and
personal, tangible and intangible property of Local Church. [add
detail regarding deeds, related timing issues, etc., as determined
by the Annual Conference board of trustees, with the advice of the
cabinet, the annual conference treasurer, the annual conference
benefits officer, the director of b Within this bracketed language,
GCFA has attempted to address all ways in which a disaffiliating
local church might plan to change its organizational structure, but
we recognize that the legal realities of a given disaffiliation
process may require some modification to this language. Page 6 of 6
connectional ministries, and the annual conference chancellor and/or
as needed to comply with applicable law] 7. Release of Claims. Upon
the completion of all of their respective obligations herein, Annual
Conference and Local Church, for themselves and their agents,
representatives, members, trustees, employees, successors,
attorneys, and assigns, hereby fully and forever covenant not to sue
each other, and release and discharge each other, and their current
and former trustees, officers, representatives, employees, and
assigns, in both their official and individual capacities, from any
liability for any and all causes of action and claims, including any
statutory or common law cause of action, tort or contractual claims,
any claims for attorneys’ fees, expenses and all other damages,
whether known or unknown, foreseen or unforeseen, which Annual
Conference or Local Church ever had, now has, hereafter may have or
claim to have against any of the above-named entities or persons in
any way arising out of their relationship with each other. The
parties further represent they have no pending lawsuit, charge,
complaint, or other action against each other. Notwithstanding the
foregoing releases and covenants not to sue, the parties may take
action to enforce this Disaffiliation Agreement in any court where
jurisdiction and venue are proper. 8. Time Limit. Should the Local
Church fail to satisfy all of its obligations set forth herein by
December 31, 2023, this Disaffiliation Agreement shall be null and
void. 9. Continuing as Plan Sponsor. Nothing in this Disaffiliation
Agreement shall prevent Local Church, after the Disaffiliation Date,
from continuing to sponsor benefit plans from the General Board of
Pension and Health Benefits, to the extent permitted by federal law,
and provided that Local Church has not expressly resolved that it no
longer shares common religious bonds with The United Methodist
Church. 10. Non-Severability. Each of the terms of this
Disaffiliation Agreement is a material and integral part hereof.
Should any provision of this Disaffiliation Agreement be held
unenforceable or contrary to law, the entire Disaffiliation
Agreement shall be deemed null and void. [insert signature blocks
for Local Church and Annual Conference, as required by Annual
Conference policy/practice and applicable law
Once the
form is completed Exhibits will be attached as necessary.
example Exhibit (A) Documentiation evidencing the result of withdrawal
vote
Special Charge
Conference metting minutes. Exhibit (B) List of Real and Personal Property assigned. Property Descriptions. Exhibit (C) Proposed Quitclaim Deed from conference to church.
Now a New
Name, Incorporation and Registered Office example below
Friendship Church Bylaws 7.19.22
DT Article 1 - NAME, INCORPORATION,
REGISTERED OFFICE 1.01 Name The name of this church shall be
Friendship Church, an independent and non-denominational church. 1.02
Incorporation Friendship Church is a Michigan ecclesiastical
corporation, incorporated pursuant to the provisions of Act No. 327
of the Public Acts of Nineteen Hundred Thirty-One (1931), as amended
and its purposes and objectives are those set forth in the Articles
of Incorporation (Ecclesiastical Corporation) and Bylaws filed with
the Michigan Department of Commerce. 1.03 Registered Office The
street address of the registered office is 1240 N. Beck Road, Canton,
Michigan 48187. The registered agent is as identified in LARA
filings. The County of the registered office is Wayne County. Article 2 - PURPOSE AND MISSION Purpose a)
To promote the spiritual
training, development and benefit of each member by worshiping God
through prayer, the reading and studying of the Holy Bible as the
revealed the Word of God, and the teaching of our Lord and Savior,
Jesus Christ.
b) To share the gospel of Jesus
Christ as empowered by the Holy Spirit with the people in our
church, community, and throughout the world, as possible through
missions.
c) To disciple one another that
all may grow in knowledge of God and grow in Christ-likeness
leading to a total commitment of life, personality and possessions
to the Lordship of Jesus Christ.
d) To foster meaningful
fellowship with God and like believers, thereby meeting the needs
of the membership and of the community, demonstrating a bond of
Christ-like love and unity.
e) To promote and provide
meaningful opportunities for ministry and missions through such
programs, but not limited to, schools, daycare centers, relief
programs, social services and other programs authorized by law
which will foster growth in the kingdom of God.
2.02 Mission Reach the community
with the life-changing message of Jesus Christ, teach that the
Bible is relevant to everyday life, and connect individuals in
vital relationships to love God and serve others. Article 3- BELIEFS Friendship Church
is inspired by the Wesleyan tradition in its formation and
foundational beliefs. The Statement of Faith will be established,
protected, and may be revised, amended or restated from time to
time by the Drive Team. It will be displayed on the Church website
or other suitable locations. Article 4 – MEMBERSHIP 4.01 Membership Definition
Membership within the Church is composed of persons who profess a
personal faith and believe in the Lord Jesus Christ, have received
a Christian water baptism in a church according to the New
Testament, and actively follow the Lord Jesus Christ in
discipleship. Christ constitutes the church as His body by the
power of the Holy Spirit. (1 Corinthians 12:13,27)
4.02 Membership Requirements
Individuals desiring to join Friendship Church shall first meet
with a pastor to discuss and verify agreement to the fundamental
beliefs of Friendship Church as stated in the bylaws. Individuals
will attend the Membership Class and sign the Membership Covenant
(as it is revised, amended or restated from time to time by The
Drive Team) thus committing themselves to the commitments and
responsibilities stated, and profess their membership before the
body of Friendship Church during a service. Anyone who has reached
the age of 16 may participate in the process.
4.03 Membership List The list of
Members in good standing shall be maintained by a member of the
church staff, who shall report changes once a year to the members
of Friendship Church.
4.04 Conditions for removal of
membership Conflict Resolution Members may be removed from the roll
of the church by the action of the Drive Team when the following
conditions apply: a) The Member is in violation of the teachings of
the Biblical beliefs of Friendship Church and the Membership
Covenant they have signed. b) The Member will be interviewed by a
Member of the Drive Team or Pastor following the principles of
Matthew 18:15-20
. Absent/Inactive Members a)
Definition: An absent or inactive member is one who has not
fulfilled their Membership Covenant by attending worship services,
has not been giving financially, or serving within the body of
Friendship Church for one year. b) They will be contacted by a
staff member to see if any help is needed. c) A letter via mail,
electronically shall be sent to any member who has not participated
at Friendship Church for one year to notify them that they have
been added to a membership removal list to be presented at the
annual church meeting. The letter will have two options for the
member regarding their membership. 1. Recommitting to the covenant
they signed when becoming a member. 2 2. To remove their names from
Friendship Church Membership Rolls d) If there is no response from
the non-participating member following the letter being sent within
the following year,their name will be listed to be removed at the
church annual meeting.
Members Death A Member will be
automatically removed from membership upon death. Article 5 - POWERS OF THE
MEMBERSHIP The powers of this membership are vested in the
Membership Business Meeting, called and conducted as provided in
these bylaws. Specific authority is delegated to the Leadership:
Drive Team or other organization units in this document; all
remaining authority is retained by the Membership, who has the
authority to: a) Elect the Lead Pastor b) Adopt amendments to the
bylaws c) Approve the annual budget d) Approve incurring debt
greater than 1/12th of annual budget e) Elect leadership of the
Drive Team, Personnel Team, and Trustees f) Removal of Lead Pastor
by affirming Drive Team's decision g) Vote on any other matter
before the membership at the annual meeting or any special
congregational meeting called in accordance with the provisions in
these bylaws Leadership: Articles 6 - Article 11Article 6 - DRIVE TEAM 6.01
Purpose of the Drive Team a) The Drive Team functions primarily as
discerners and guardians of the organization to protect and project
the theology, direction, vision and mission of the church. b) The
Drive Team does not determine programming. This responsibility
falls to the Program/Planning Team. However, The Drive Team is
responsible for evaluating programming based on its appropriateness
and effectiveness in furthering the overall mission of Friendship
Church. c) The Lead Pastor will meet with the Drive Team at least
quarterly. 3 d) They are not expected to oversee specific projects
or ministry areas in their capacity as team members. They function
as overseers for the entire organization. Drive Team members should
be discerners and not doers. The team members evaluate the
effectiveness and direction of the organization according to three
criteria: 1. The organization’s mission 2. The organization’s
resources 3. The organization’s doctrine 6.02 Composition of the
Drive Team The Drive Team is composed of five to nine lay members,
both men and women in addition to the Lead Pastor and Associate
Pastor (if one exists). The Lead and Associate Pastors are
permanent members of the Drive Team and are voting members. The
goal of the Drive Team will be to find agreement on issues with
consensus. 6.03 Authority of the Drive Team a) The Drive Team has
final say in any and all matters concerning the overall direction
of the organization. The Drive Team has the authority to override
any decision made by the Trustees, Personnel team, Lead Pastor, or
any other leadership body within the church. Unless otherwise
specified in the bylaws, anything voted on by the Drive Team
requires a two thirds majority of all those in attendance. A quorum
of at least two-thirds of the members must be present (in person or
virtually) and voting at the time any vote is taken. Members not
available to attend in person may attend and vote via telephone
conference call, video teleconferencing or any similar technology.
b) There are three decisions that Drive Team may not make without
membership approval at a Membership Business Meeting. 1. The Drive
Team may not appoint a new Lead Pastor. 2. The Drive Team cannot
change or establish the denominational affiliation. 3. The Drive
Team may not change the Articles of Incorporation or the Bylaws.
6.04 The Dismissal of a Drive Team member If it becomes apparent
that a team member should not serve, that member may resign, or by
three-fourths vote of the Drive Team, excluding the team member
under consideration, be immediately retired from the Drive Team.
All Drive Team members must attend the meeting and cast a vote. If
any member is unable to attend the meeting to vote in person,
arrangements shall be made to have that member attend via telephone
conference call, video teleconferencing or any similar technology
that may be available. The position will remain vacant until the
next regularly scheduled year. 6.05 The Selection of The Drive Team
Members 4 At a time as set by the Drive Team, but no less
frequently than annually, the Nominating team nominates potential
future members necessary to meet at least the minimum number of
team members. The current Drive Team affirms the nominees and the
Annual Membership Meeting elects the affirmed members. 6.06 Terms
of the Drive Team Members a) Drive Team members, other than the
Lead Pastor and Associate Pastor (if one exists), serve one
three-year term. Initially, three shall serve for three (3) years,
three shall serve for two (2) years and three shall serve for one
(1) year. Drive Team members are required to rotate off for one
year before becoming eligible for another term. b) During the first
meeting following elections, the Drive Team shall elect from among
its members persons to fill the positions of Chairperson,
Vice-Chairperson, and Secretary. 6.07 The Qualifications of a Drive
Team Member A Drive Team candidate must be a member of Friendship
Church for at least three years, actively involved in ministry at
Friendship Church for at least two years and fully subscribe to the
organization’s mission and values, and be at least 22 years of
age. New team members should first serve at least one year as part
of the Trustee or Personnel Team. Furthermore, those on the Drive
Team are required to meet the qualifications as outlined in 1
Timothy 3:1-11 and Titus 1:5-9. Article 7 - TRUSTEES 7.01 The
Purpose and Authority The Trustees purpose is to steward the
resources of Friendship Church and to fulfill all responsibilities
of legal, financial, and facility matters, including the
development of an annual capital budget. The Lead Pastor can attend
Trustees meetings, but does not have voting privileges. The
Trustees are ultimately accountable to the Drive Team. The Drive
Team has the authority to override any decision made by the
Trustees. However, if such an occasion should arise, it will be
necessary for the Drive Team to meet with the Trustees and fully
discuss the matter. 7.02 Number, Nomination, Election and term a)
The Trustees shall consist of five (5) to nine (9) members selected
by the Nominating Committee. The nominees need to be affirmed by
the Drive Team and elected at the Membership Meeting Annually. b)
Trustees members are required to be members of Friendship Church
and have the skills necessary to perform their assigned tasks.
Initially, three shall serve for three (3) years, three shall serve
for two (2) years and three shall serve for one (1) year.
Subsequently, members serve one three-year term. Former members are
eligible to serve again after being inactive for one year. 5 c)
During the first meeting following elections, the Trustees shall
elect from among its members persons to fill the positions of
Chairperson, Vice-Chairperson, and Secretary. d) At meetings where
official business of the Trustees is being voted on, the presence
of a majority of committee members shall constitute a quorum for
the conduct of business. Members not available to attend in person
may attend and vote via telephone conference call, video
teleconferencing or any similar technology. e) Any member of the
Trustees may be removed from office, for any reason, by a
two-thirds vote of the Trustees at a regular or special meeting of
the Trustees. Two unexcused absences from meetings within a
one-year period may be grounds for the removal. 7.03 Authority of
the Trustees a) To purchase, hold, lease, or otherwise acquire real
or personal property on behalf of the church, and take personal
property by will, gift, or bequest on behalf of the church. b) To
buy and sell, convey, alienate, transfer, lease, assign, exchange,
or otherwise dispose of, and to mortgage, pledge, or otherwise
encumber the real and personal property church, to borrow money and
incur indebtedness for the purpose and the use of the church; to
cause to be executed, issued, delivered for the indebtedness, in
the name of the church, promissory notes, bonds, debentures, or
other evidence of indebtedness; and to secure repayment by deeds of
trust, mortgages, pledges. c) To conduct and participate in any
kind of lawful business of any nature or kind, including the right
to sign partnership agreements, commence, continue, reorganize,
merge, consolidate, recapitalize, close, liquidate, sell and the
carrying out of any buy sell agreement; to receive and endorse
checks and other negotiable paper, deposit and withdraw funds (by
check or withdrawal slips) on deposit or to which may be entitled
in the future from any bank, savings and loan, or other
institution. d) To prepare, sign, and file separate or joint
income, gift, and other tax returns and other governmental reports
and documents as required by the IRS; to consent to any gift; to
file any claim for tax refund. e) To act as agent or proxy for any
stocks, bonds, shares, or other investments, rights, or interests
now or hereafter held. f) To engage in any administrative or legal
proceedings or lawsuits in connection with any matter herein
including but not limited to proceedings to enforce this document.
g) Transfer in Trust. To transfer any interest that the church may
have in property, whether real or personal, tangible or intangible,
to the trustee of any trust created for church benefit. h) Develop
the proposed annual Capital and Facility Budget. i) The Trustees
may not approve debt for the organization in excess of one twelfth
of the previous year’s annual operating budget. j) The Trustees
may not hire or dismiss a paid staff member. This is the
responsibility of the Lead Pastor in conjunction with The Personnel
team. 6 Article 8 - PERSONNEL TEAM (PT) 8.01 Purpose and Authority To fulfill legal, ethical,
practical responsibilities, and determine compensation related to
staff. The Personnel team shall report to the Drive Team. The
personnel team evaluates staff performance, addresses complaints,
and in conjunction and agreement with the Lead Pastor can dismiss
staff as needed. The Lead Pastor may only be removed by the Drive
Team. 8.02 Number, Nomination, Election and Term of Office a) The
Personnel Team shall consist of no less than five (5) non-employee
members and no more than nine (9) members. In addition to these
voting members, the Lead Pastor will have a voice but no vote. The
members of the Personnel Team shall be nominated by the Nominating
Committee and submitted for approval to the Drive Team annually and
confirmed at the Annual Membership Meeting. PT members shall not be
of familial relation to current paid staff. b) Personnel Team
members are required to be members of Friendship Church and have
the maturity, discernment and judgment to perform their assigned
tasks. Initially, three shall serve for three (3) years, three
shall serve for two (2) years and three shall serve for one (1)
year. Subsequently, members serve one three-year term. Former
members are eligible to serve again after being inactive for one
year. c) During the first meeting following elections, the
Personnel Team shall elect from among its members persons to fill
the positions of Chairperson, Vice-Chairperson, and Secretary. d)
Any member of the Personnel Team may be removed from office, for
any reason, by a two-thirds vote of the Committee at a regular or
special meeting of the PT. Two unexcused absences from meetings
within a one-year period may be grounds for the removal. e) At
meetings where official business of the Personnel Team is being
voted on, the presence of a majority of voting members shall
constitute a quorum for the conduct of business. Members not
available to attend in person may attend and vote via telephone
conference call, video teleconferencing or any similar technology.
f) Compensation shall be approved on an annual basis by a majority
vote of the non-employee, independent members of the PT. In so
doing, the non-employee, independent members of the Compensation
Team shall consider duties, performance evaluations, compensation
comparability data, and other relevant information. The Staff
Compensation Budget will be presented to the Drive Team in
sufficient time for consideration and approval before the Annual
Membership Meeting. Individual staff salaries are not published or
discussed in membership business meetings. Article 9 - NOMINATING TEAM 9.01
Team Composition 7 The nominating team will consist of three (3) to
five (5) persons selected by the Drive Team to serve on an Ad Hoc
team which will prayerfully seek individuals and shall conduct
interviews with each nominee to fulfill the terms of the Drive
Team, Personnel, and Trustees as needed. Nominating team members
should not be a current employee or member of Drive Team, Trustees,
or Personnel Team. 9.02 Purpose They will present the names of
qualified, spiritually mature candidates that are representative of
membership of the congregation to the Drive Team at least one month
before the Annual Membership meeting. 9.03 Self Appraisal Men or
women whose names are submitted shall be so informed, and they
shall be urged to engage in self-appraisal and personal evaluation
in light of the scriptural qualifications. Any person may withdraw
his or her name at that point, if they do not aspire to the
position (I Tim 3:1) or if he/she does not believe he/she
adequately meets the qualifications. 9.04 Conflict of Interest
Nominations The Nominating team may not nominate themselves or a
family member for leadership positions. If a family member or
current nominating team member is nominated, the proposed team
members should exit the room during discussion. Article 10 - LEAD PASTOR 10.01
Lead Pastor Role The Lead Pastor is a person called by God,
qualified by the gifts given by the Holy Spirit to fulfill their
calling, be ordained and licensed (or will become so) and elected
by the church to be responsible for the duties of teacher,
preacher, and spiritual leader. The Lead Pastor will have a life of
integrity and proven temperament as described in 1 Timothy 3:1-11
and Titus 1:5-9. The Lead Pastor will be responsible to lead the
church in fulfilling the Mission, Vision, and Ministry and fulfill
such other roles and responsibilities as are stated in the
Friendship Church bylaws and policies of the church. 10.02
Responsibilities The Pastor shall have authority for ordering all
worship services of the church, determining when other worship
services will be held, hiring compensated and uncompensated church
staff, subject to the approval of the Personnel Team. 10.03
Pastoral Covenant/Contract The Personnel Team shall develop a
contract/covenant between the Pastor and the church. The
contract/covenant shall include a job description and address such
matters as compensation that is consistent with equitable local
standards, benefits, allowances, and leave. All provisions of the
covenant shall be subordinate to the bylaws of Friendship Church.
10.04 Membership The Lead Pastor shall be a member of this church,
with full voting rights. 8 10.05 Lead Pastor Removal The Drive Team
has the authority to recommend the dismal of the Lead Pastor to the
Membership by a three-fourths vote of all team members, excluding
the Lead Pastor. The Lead Pastor must be present for any discussion
of removal and have the opportunity to address the team members
prior to vote. However, the Lead Pastor shall be excluded from the
meeting during a vote. All Drive Team members must attend the
meeting and cast a vote. If any member is unable to attend the
meeting to vote in person, arrangements shall be made to have that
member attend via telephone conference call, video teleconferencing
or any similar technology that may be available. If the vote is to
remove the Lead Pastor, the referral will be sent to a specially
called membership meeting called at the soonest possible date, with
a simple majority vote. The Lead Pastor will be placed on paid
leave, effective immediately after Drive Team voting to dismiss,
until the membership meeting. If the membership affirms the
recommendation, the lead pastor will be dismissed effective
immediately and shall be immediately removed as an officer of the
corporation. In addition, any complaints or concerns regarding the
Lead Pastor should be directed to and handled by the Drive Team
exclusively. 10.06 Vacancy At a time of pastoral vacancy, an
interim pastor may be appointed by the Drive Team. 10.07 Electing A
New Lead Pastor When the position of Lead Pastor is vacated, the
Drive Team will take appropriate action to secure a qualified
candidate to serve as Lead Pastor. The Drive Team will recommend
the candidate to The Personnel Team and after agreement to the
membership. Approval by the membership requires a two-thirds
affirmative vote of the members present at a duly called Membership
Meeting for this purpose. Article 11 - CHURCH STAFF 11.01
Staff All staff personnel employed by the Church shall act in
accordance with the current approved Friendship Church Employee
Handbook, as it may be revised, amended or restated from time to
time by the Personnel Team. Friendship Church will reserve
employment for men and women who believe and confess essential
biblical convictions and act in accordance with such. Additionally,
Friendship Church reserves the right to terminate the employment of
any existing employee who fails to meet this general standard of
faith and practice. 11.02 Program/Planning Team The Lead Pastor
selects the Program/Planning Team, which can be both paid staff and
volunteer. The purpose of this group is to determine programming,
give vision to the various ministries of the organization, and
oversee the day-to-day operations. The Program/Planning Team is
accountable to the Lead Pastor. All Program/Planning Team members
are required to meet the character qualifications as outlined in 1
Timothy 3:1-7 and Titus 1:5-9. 11.03 Ministry Budget The Staff and
Program/Planning Team will develop the proposed operational
Ministry budget annually. Article 12 - MEMBERSHIP BUSINESS
MEETINGS 12.01 Purpose and meeting appointment 9 Membership
Business Meetings will be scheduled annually or as determined
necessary by the Drive Team. This will provide a forum for handling
the business of Friendship Church, not otherwise reserved for the
Leadership. Meetings will be called at least 14 days in advance by
notifying members. 12.02 Voting Every member of the church is
entitled to vote at a duly called Membership Business Meeting. A
quorum consists of those who attend the business meeting, provided
it is a regular meeting or one that has been properly called. No
proxy or written voting is permitted. All issues voted on in an
official membership meeting require a two-thirds affirmative vote
to pass. 12.03 Moderator The Drive Team will appoint a moderator
for all Membership Business Meetings. Matters properly before and
passed at business meetings shall be binding on the organization.
12.04 Special Business Meetings The Drive Team, the Lead Pastor,
and Members have the authority to call special business meetings.
The Membership may do so by presenting a petition to The Drive
Team, which includes the signatures of a majority (51%) of
Membership. The Drive Team will schedule the meeting and publish
the agenda at least ten days in advance, communicating to the
Membership through email and worship announcement. 12.05 Amending
the Bylaws Bylaw amendments require a three-fourths majority vote
by the Drive Team before they can be presented to the Membership.
Additionally, amending the Bylaws requires a minimum participation
of 25 percent of the total membership. This will constitute a
quorum for purposes of amending the bylaws. Changes to the
Friendship Church Bylaws require a two-thirds membership
affirmative vote to pass. Article 13 - FINANCIAL 13.01
Treasurer The Drive Team will appoint or hire a Treasurer who
has the professional skills necessary to perform their assigned
tasks, operating by the Financial Policy and Procedures, as it may
be revised, amended or restated from time to time by the Trustees.
13.02 Financial Volunteer Team The Treasurer of the Church shall
recruit and train a volunteer team to oversee and facilitate the
financial processes outlined in the Financial Policy and
Procedures. 13.03 Budget The annual budget will be made up of three
individual budgets: 10 a) The annual Operational Ministry Budget
will be developed by the Staff and Program/Planning Team. b) The
annual Capital and Facility Budget will be developed by the
Trustees. c) The annual Staff Compensation Budget will be developed
by the Personnel Team. These three budgets will be presented to and
approved by the Drive Team. The Drive Team will approve the unified
budget and Membership will give final approval of the Budget at the
Annual Business Meeting. 13.04 Deposits All funds of the Church
shall be deposited to the credit of the Church in banks, trust
companies, or other depositories that the Treasurer selects, as
authorized by the Trustees. 13.05 Gifts The Treasurer, as
authorized by The Trustees, may accept on behalf of the Church any
contribution, gift, bequest, or device for the general purposes or
for any special purpose of the Church. The Treasurer, as authorized
by the Trustees, may make gifts and give charitable contributions
that are not prohibited by these bylaws, the Articles of
Incorporation, state law, and any requirements for maintaining the
Church's federal and state tax status. 13.06 Books and Records The
Church shall keep correct and complete books and records of
account. 13.07 Fiscal Year The fiscal year of the Church shall
begin on the first day of January and end on the last day in
December in each year. The fiscal year of the Church may be changed
by resolution of the Drive Team. 13.08 Financial Statements
Friendship Church shall produce and provide an annual financial
statement. The annual Church financial statement will be reviewed
and/or audited, which will be initiated by the Trustees. The annual
financial statements shall be provided to any member upon written
request. Article 14 - INDEMNIFICATION 14.01 Insurance Friendship Church will purchase and maintain
liability insurance on behalf of any and all persons who are or
were a director, officer, leader, employee, committee member or
volunteer of the church (while serving in their capacity as such).
Such insurance will be purchased for the purpose of protecting such
persons from covered loss resulting in liability asserted against
the above individuals in connection with their activities on behalf
of the church. 14.02 Indemnification Requests Should any director,
officer, leader, employee, committee member or volunteer of the
church incur any liability as a result of their affiliation with or
service to the church that is not covered by the church’s
insurance policy, and should such liability result in any
out-of-pocket cost to such individual, then such 11 individual may
request indemnification from the church. The granting of full or
partial indemnification shall be at the discretion of the Trustees
as set forth in Section 14.03 herein. 14.03 Indemnification
Decisions In relation to any indemnification request that is made
pursuant to 14.02 herein, if such request is made by an individual
who is not currently serving on the Leadership Teams of the church,
then the indemnification decision (whether to indemnify the
requesting individual, and the dollar amount of such
indemnification), will be made by the governing Trustees. Such a
decision of the Trustees will be final. If the indemnification
request is being made by a person who is currently serving on the
Trustees, then the indemnification decision (whether to indemnify
the requesting party, and the dollar amount of such
indemnification), will be made by the remaining disinterested
members of the Trustees. A decision on the indemnification request
by a majority of disinterested members of the Trustees will be
final. Article 15 - CONFLICT OF INTEREST 15.01 Purpose The purpose of the Conflict of Interest Policy is
to protect the Church’s interest when it is contemplating
entering into a transaction or arrangement that might benefit the
private interest of an “interested person” or might result in a
possible excess benefit transaction. This policy is intended to
supplement, but not replace, any applicable state and federal laws
governing conflicts of interest applicable to nonprofit
corporations. 15.02 Conflict of Interest Policy It’s the policy
of Friendship Church that all those that are in Leadership, an
Officer, or Employee shall abstain from involvement, whether by
voting or otherwise participating in the decision-making process,
in those situations where they have or may have a conflict of
interest. A conflict of interest exists where: a) The person(s) has
a substantive interest, whether direct or indirect, in the matter
at hand or the other party(ies) involved; b) The person(s) is
either in leadership, officer or employee of the other party(ies)
involved, or c) The person(s)’s spouse, children, parent or
siblings are in substantive relationships with the other party(ies)
involved. In those situations where a conflict of interest does
exist or has the potential to exist, any person in Leadership, an
Officer or Employee aware of such shall notify the Drive Team. If
an affiliation does have the potential to influence decisions, then
the interested individual shall inform the Drive Team of the
potential conflict of interest. The interested party may provide
background information on the conflicted matter but shall refrain
from voting on the conflicted matter. The disinterested members
shall consider alternative options and then evaluate whether the
conflicted transaction is in the best interest of Friendship
Church. It is an important legal (the IRS can revoke tax-exempt
status of the church) and moral requirement to disclose and to
recuse members from deliberating and voting on any
conflict-of-interest matters. 12 Meetings involving conflicts shall
be carefully documented. Minutes shall reflect who was present at
the meeting, a description of the conflict, the fact that the
interested individual(s) left the meeting room prior to
deliberations and vote, the alternatives considered, and the basis
for the final decision. If the conflicted transaction is approved,
the minutes shall list the facts that convinced the decision makers
that it was in the church’s best interest. Article 16 - OWNERSHIP OF
PROPERTY The ownership of all real and personal property,
movable, or immovable, now owned or hereafter by Friendship Church
shall be held by the Church in its corporate name. The term
”ownership” within the Article contemplates both legal and
beneficial interest in the land and does not concede a trust in
favor of any party. The Trustees shall have the supervision,
oversight, and care of all property. No other entity, denomination,
or affiliated party that the Church may later join shall have any
ownership interest in the Church Property. Article 17 - DISSOLUTION 17.01
Membership Meeting For reasons of dissolution, a Membership Meeting
shall be held prior to and for purposes of discussion of
dissolution. 17.02 Vote by Drive Team The corporation shall be
dissolved through the authorization by a vote of two-thirds of the
Drive Team to consider dissolution, or upon an order of judicial
dissolution in accordance with MCL § 450.2801(1)(e), or the
Section 501(c)(3) of the Internal Revenue Code. In the event of any
dissolution of the corporation or the winding up of its affairs, or
other liquidation of its assets, the corporation's property shall
not be conveyed to any organization created or operated for profit
or to any individual for less than the fair market value of such
property, and all assets remaining after the payment of the
corporation's debts shall be conveyed or distributed as the Drive
Team shall determine, only to an organization or organizations
created and operated for nonprofit purposes similar to those of the
corporation, and within the intent of Section 501(c)(3) of the
Internal Revenue Code of 1986 (or the corresponding provisions of
any future United States Internal Revenue law); provided, that any
such assets not so disposed of shall be disposed of by the Court of
the county in which the principal office of the corporation is
located, exclusively for such purposes or to such organizations as
said Court shall determine are organized and operated exclusively
for such purposes. Article 18 - MISCELLANEOUS 18.01
Inurement No part of the net earnings of the Church shall inure to
the benefit of, or be distributable to it’s leadership or
employees or any person except that the Church shall be authorized
and empowered to pay reasonable compensation for services rendered,
and to make payments in the furtherance of 13 Church’s mission.
Notwithstanding any other provisions of the Articles of
Incorporation or these Bylaws, the Church shall not carry on any
activity not permitted to be carried on (a) by a Church exempt from
the Federal Income Tax, under Section 501(c) (3) of the Internal
Revenue Code of 1986, as amended, (or by the corresponding section
of any future Revenue Code of the United States of America) or (b)
by a Church, contributions of which are deductible under Section
170(c)(2) of the Internal Revenue Code of 1986, as amended (or the
corresponding section of any future United States Revenue Law).
18.02 Legal Provision The organization and function of the Church
is under the authority of the bylaws as outlined subject to the
laws of the state of Michigan and any applicable federal laws.
18.03 Severability Each provision of these Bylaws is intended to be
severable. If any term or provision hereof is determined by a Court
of competent jurisdiction to be invalid or illegal for any reason
whatsoever, such invalid or illegal term or provision shall not
affect the validity or legality of the remainder of the other
sections and or provisions of these Bylaws. 18.04 Ordination,
Licensing and Commissioning As an independent church, Friendship
Church reserves the right to ordain, license, or commission
individuals as ministers of the gospel to perform the ordinances
and ceremonies of the church including, but not limited to,
marriage, baptism, communion, and funerals. Article 19 - ADOPTION These
Bylaws are adopted in conformance to the laws of the state of
Michigan by the Membership. Including any rights, remedies or
obligations provided for hereunder, these Bylaws shall be construed
and enforced in accordance with the laws of the state of Michigan
without regard to principles of conflicts of law that would result
in the application of the laws of another state. Adopted and
approved on July 24, 2022. 1
EVERYTHING SHOULD GO GOOD IF
THE MONEY IS NOT A PROBLEM.
this link to podcast https://wesleyancovenant.org/holy-conversations-the-wca-podcast/
