BYLAWS OF ALL SAINTS CHURCH DALLAS
A PARISH OF THE ANGLICAN MISSION IN AMERICA
EFFECTIVE JULY 1, 2012
Amended March 21, 2015
NAME, ADDRESS AND AUTHORITY
Section 1.1 Name. The name of this Church shall be All Saints Church Dallas, both ecclesiastically and in civil law. (herein called “ASD”). ASD also does business under the assumed names of All Saints I Dallas, All Saints Dallas and names and website designations related thereto. Its current homepage is http://www.allsaintschurchdallas.org.
Section 1.2 Address. The address of its registered office in the State of Texas shall be 2733 Oak Lawn, Dallas, Dallas County, Texas 75219, or any other address which the Board of Stewards may from time to time determine, or as the activities of ASD may require.
Section 1.3 Authority. ASD is a member of the Anglican Mission of the Americas (Anglican Mission), a Society of Mission. ASD derives its legal authority to function as a religious corporation by virtue of a charter issued pursuant to the laws of the State of Texas. The church derives its ecclesiastic authority to function by virtue of a commission given by the College of Consultors to the Anglican Mission in Americas with headquarters in Pawleys Island, South Carolina whose Bishops are members of the Anglican Mission Council of Bishops, and serving in accord with the Constitution and Statutes which have been approved by the Societies Membership meeting in Convocation August, 2012. The Society owes its ecclesiastical obligations to the aforementioned Consultors and the appointed Apostolic Vicar. This ecclesiastical authority and jurisdiction can only be changed, altered, modified with consent of the College and the Society meeting on Convocation.
Section 2.1 The purpose of this Church is to maintain and preserve the spiritual and physical well-being and unity of its membership in this community, coordinate religious worship services, ministrations, Sacraments, and teachings in full accord and unity with the doctrines, rules, ritual, canon law, faith, practice, discipline, traditions of orthodox Anglicanism.
Section 2.2 In fulfilling the purposes set forth in Section 2.1 of this Article, ASD shall ordain and establish statutes consistent with the Doctrine and Tradition of the Anglican Mission Partners of this Communion to which its clergy, elected officers, Board of Stewards, Committees and Organizations shall abide and adhere to. ASD shall provide a place or places and facilitate the means of worship and religious education in accordance with its Bylaws. The Church and its corporate entities shall hold title to all properties, endowments, legacies and all other gifts and contributions.
Section 3.1 One becomes a “Member” of ASD by signing a membership covenant after attending a membership class and confirmation service. At least once a year, the list of ASD Members will be purged of those who have transferred, requested removal, been removed, died, moved away or deemed to have ceased to be actively involved in ASD affairs in the sole discretion of the Senior Pastor.
Section 3.2 Annual Church Meeting. Beginning in 2014 and annually thereafter, between January 1st and the beginning of Lenten Season, ASD Members shall meet at an Annual Church Meeting. The Senior Pastor will conduct the Annual Church Meeting. The date and time of the Annual Church Meeting will be determined by the Board of Stewards. At the Annual Church Meeting the Members shall elect individual Stewards to serve on the ASD Board of Stewards and may transact such other business properly before the meeting. The Annual Church Meeting may be continued for a period to allow transaction of business which cannot be completed during the initial session of the Annual Church Meeting.
Section 3.3 Special Meetings. Special meetings of the Members may be called by the Senior Pastor and Chairman of the Board of Stewards.
Section 3.4 Notice of Meetings. A written or electronic notice shall be posted not less than seven (7) or more than sixty (60) days before the date of the meeting to each Member entitled to vote at the ASD website, or in any other manner electronically transmitted to the individual Members of ADS. Notice also may be given by publication in the monthly newsletter of the Church.
Section 3.5 Quorum. There shall be no minimum number of Members required to be present at the meeting of Members in order to constitute a quorum.
Section 3.6 Majority May Conduct Business. The vote of the majority of the Members entitled to vote present at the meeting shall be the act of the Members of the meeting unless the vote of a greater number is required by statute or by these Bylaws.
Section 3.7 Voting. Each confirmed Member present who has attained the age of seventeen (17) years shall be entitled to one vote on each matter submitted to a vote at the meeting of the Members. Voting by proxy is prohibited.
Section 3.8 Agenda Items. The Annual Church Meeting shall be conducted by the Chairman of the Board of Stewards. Items to be included on the agenda of business to be transacted at the Annual Church Meeting are the election of one-third (1/3rd) of the Board of Stewards; reports of the Senior Pastor or other clergymen, Chairman of the Board of Stewards, and Treasurer; presentation of the annual budget; voting on any amendment to these Bylaws altering the number of members of the Board of Stewards, or any other such business as may be properly brought before the meeting. The account of the Chairman of the Board of Stewards shall include (i) the amount of monies or other property that has been received during the preceding year; (ii) all offerings; (iii) what property has been purchased, exchanged, mortgaged, sold or otherwise alienated or encumbered and for what purpose; (iv) what debts have been contracted and what debts previously contracted are owing; (v) what improvements have been made with the cost thereof. In making the above required reports, the Chairman of the Board of Stewards may allow said presentation to be made by an appropriate representative of the actual committee which oversees the particular area.
Section 3.9 Rules of Procedure. Except to the extent inconsistent with the Articles of Incorporation or the Bylaws, the Annual Church Meeting, any special meetings of Members or any other meetings by the Board of Stewards or other duly authorized committees and/or sub-committees shall be conducted in accordance with the Robert’s Rules of Order or such other rules as from time to time may be adopted by the Board of Stewards.
Section 4.1 These Bylaws are the governing code of the Church as hereinafter provided.
Section 4.2 All Administrative Authority is vested in the Senior Pastor and the Board of Stewards as hereinafter provided.
Section 4.3 All Legislative Authority is vested in the Board of Stewards as elected by the Voting Membership of the Church.
Section 5.1 Appointment. All Clergy of this Church shall be called by the Board of Stewards with consultation by an Apostolic Vicar (or his delegate).
Section 5.2 Senior Pastor. The Board of Stewards shall call the Senior Pastor of this Church from the canonical Clergy of the Church pursuant to Section 5.1 of this Article. He shall be the official representative of the Apostolic Vicar.
In all matters involving canon law, spiritual function, priestly rights and duties, the Senior Pastor and any other Clergy shall be under the canonical supervision of the Apostolic Vicar and on those matters not subject to any rules and/or regulations of the Church.
a. No member of the Clergy has or shall claim any individual rights or ownership to the properties of the Church except as otherwise permitted by contract.
b. No member of the Clergy may enter into any contractual agreement, or otherwise engage in any business enterprise, which by its nature may jeopardize the assets of the Church, or may subject the Church to any claim, lawsuit, or other liability arising from such activity.
Section 6.1 Call. The Senior Pastor shall be anointed by God, qualified according to Holy Scripture, ordained as a Priest (or consecrated as Bishop).
Section 6.2 The Senior Pastor shall be elected and called by the Board of Stewards upon approval of the Apostolic Vicar or ecclesiastical authority recognized as providing leadership and spiritual oversight to ASD. The Senior Pastor shall:
a. Have final authority in the administration of all matters pertaining to the public worship and Christian education within the congregation, subject to the Bishop or other ecclesiastical authority;
b. Have authority over all Ministers of the Church and staff (lay or ordained) assigned to his office. Such authority shall include but is not limited to, all decisions with regard to hiring and termination of employment. All issues with regard to compensation are within the sole authority of the Board of Stewards;
c. As an ex officio member of the Board of Stewards, vote only in the event of a tie vote by the official Board of Stewards;
d. Shall preside at all meetings of the Board; alternatively, the Senior Pastor may designate The Chairman of the Board to preside;
e. Keep a register of all baptisms, confirmations, marriages, and burials solemnized by the Senior Pastor or another Minister in the Church, a record of attendance at all public services, and a list of the active Members of the Church; and
f. Have use and control of the spaces owned, leased, rented, borrowed and/or used by ASD for the purposes of his office and for the full and free discharge of all functions and duties pertaining thereto.
Section 6.3 Term and Removal of the Senior Pastor. The Senior Pastor cannot be forced to retire or resign from his position in the Church. In the event of conflict, the Rector General must be advised of such circumstances and his direction for resolution through the AMIA policy handbook will guide the situation.
Section 6.4 Compensation. Salary and compensation of the Senior Pastor shall be determined by the Board of Stewards in consultation with the Compensation Committee.
BOARD OF STEWARDS
Section 7.1 General Powers; Delegation. The Board of Stewards has charge of the temporalities of ASD, may exercise all such powers of ASD and may do all such lawful acts and things as are permitted by statute or these Bylaws. In this regard, the Board of Stewards is to:
a. Oversee or to provide for oversight of staff hired to perform temporal matters (custodian, bookkeepers, auditing firms, maintenance personnel, etc.) in consultation with the Senior Pastor;
b. Advance ASD’s mission, attend to its policies and aid ASD’s Senior Pastor in all agencies and efforts for the advancement of the Church;
c. Develop and oversee the annual budget, and provide for all salaries and expenses of the Church;
d. Through the Finance Committee, keep a proper account of all funds, and insure that all accounts are audited annually;
e. Notify both the Rector General and Apostolic Vicar should the ASD Senior Pastor position become vacant; and
f. Elect and invite a Senior Pastor, with due regard to the ascertained wishes of the Church and the approval of the appropriate Bishop. The election/invitation of a new Senior Pastor requires a Super-Majority Stewards’ vote.
Section 7.2 Number and Qualifications. The Board of Stewards shall consist of nine (9) Stewards plus the Senior Pastor as an ex officio member. “Steward” or “Stewards” as used in ASD’s Bylaws refers to those on the Board of Stewards other than the Senior Pastor. The number of Stewards cannot be increased or decreased except by a Super-Majority Stewards’ vote and approval by majority vote of the Church at its Annual Meeting. Only a Member can be nominated for or serve as a Steward. Excepting the Senior Pastor, a Steward may not be an ASD employee or ASD clergy. During a Steward’s term, that Steward may not be, directly or indirectly, an independent contractor to ASD or, directly or indirectly, a vendor to ASD.
In selecting potential nominees for the Board of Stewards, the Nominating Committee and Board of Stewards shall take into consideration the following qualifications of said prospective nominee:
a. Have a deep personal faith in Jesus Christ, be devoted to Scripture, be able to bear witness to his/her faith, be filled with the Holy Spirit, and depend on the Holy Spirit to discern and carry out God’s will for ASD;
b. Have a history of effective service to ASD and have demonstrated a teachable, surrendered life, faithfulness, spiritual maturity, sound judgment and a servant’s heart;
c. Have demonstrated a commitment to foster and protect ASD’s mission and values;
d. Be a godly example in personal life, be supportive of the sanctity of Christian marriage and family life, maintain biblical standards of morality and have a solid reputation in the community;
e. Work effectively within the give and take of groups and teams, be willing to listen to, learn from, and pray with fellow board members; and consistently treat others with grace, dignity, humility and respect;
f. Have a history of giving to ASD consistently, generously, and cheerfully; and
g. Commit willingly to the time demands of the Board of Stewards’ meetings as well as to those of committee service and other responsibilities.
Section 7.3 Term and Election. Three members of the Board of Stewards shall be elected by ballot by a plurality of the votes cast by the voting Members at each Annual Church Meeting for individual terms of three (3) years, said term commencing upon the installation of the newly constituted Board of Stewards members following the Annual Church Meeting or until their successors shall be duly elected, qualified or installed.
Section 7.4 Manner of Election of Board of Stewards. On November 1st of each year, the Senior Pastor shall solicit recommendations from Members of ASD with regard to potential new Stewards to be considered for election to the Board of Stewards at the next Annual Church Meeting. Said recommendations, which have been communicated to the Senior Pastor, will be provided to the Nominating Committee who shall, in turn, review same and from said recommendations compile a list of proposed candidates. Said list of proposed candidates shall, in turn, be presented to the Board of Stewards for their approval and submission to the Church. The number of candidates shall exceed the number of vacancies by at least one (1).
Section 7.5 Operation of Voting for New Steward Candidates. At the Annual Meeting of ASD, upon presentation of the list of recommended candidates by the Nominating Committee, the list of recommended candidates shall be presented to the Church. In voting for said candidates each Member eligible to vote at the Annual Meeting of ASD shall have a number of votes equal to the number of vacancies on the Board of Stewards. Each Member may cast no more than one (1) vote for a given nominee and in the event that Member casts multiple votes for a single nominee, said multiple votes will only be counted as one (1) vote for the nominee. The nominee receiving the highest number of votes will fill one vacancy. The nominee receiving the second highest number of votes will fill the next vacancy and continue on until all vacancies are filled. The actual voting procedure will be conducted by the members of the Board of Stewards whose terms have expired and for whom the replacements are being elected. Upon recommendation by either the Senior Pastor or the Chairman of the Board of Stewards, the Chancellor shall provide advice with regard to voting procedure as necessary. The actual tally of votes shall be conducted by the same members of the Board of Stewards whose terms have expired in the year previous to the election. The results of the vote shall be announced at the meeting and the new members of the Board shall attend all subsequent meetings of the Board of Stewards as authorized members until their respective terms are completed.
Section 7.6 Terms of Office. Commencing in 2013, Stewards shall serve terms of three (3) years, except for the 1 or 2 year terms described in this section. For purposes of service on the Board of Stewards, a “year” runs from one Annual Meeting of the Board to the next Annual Meeting of the Board. At the 2013 Annual Meeting of the Board, the Board shall designate three Stewards to serve a term ending at the Annual Meeting of the Board in 2014, three Stewards to serve a term ending at the Annual Meeting of the Board in 2015 and three Stewards to serve a term ending at the Annual Meeting of the Board in 2016. A Steward who has served two consecutive terms or parts of two consecutive terms may not serve as a Steward again until he has been off the Board for a minimum of one year. Effective for the term ending in 2015 A steward who has served one term may not serve as a Steward again until he has been off the Board for a minimum of one year.
Section 7.7 Filling of Vacancies. Upon the occurrence of a vacancy on the Board of Stewards, the vacancy being an unexpired term of a member of the Board of Stewards, said vacancy shall be filled by the Board of Stewards upon recommendation from the Nominating Committee. A super majority vote of the Board of Stewards is necessary to fill a vacancy on the Board.
Section 7.8 Removal. Any Steward may be removed, either with or without cause, at any time by a Super-Majority Stewards’ vote in writing.
Section 7.9 Place of Meeting. Meetings of the Board of Stewards shall be held at such places, within or without the State of Texas, as may from time to time be fixed by the Board of Stewards.
Section 7.10 Agenda. The fixed agenda for each meeting will be prepared by the Chairman of the Board of Stewards in consultation with the Senior Pastor.
Section 7.11 The Inaugural Meeting. The first meeting of the Board of Stewards of each year, (the “Annual Meeting of the Board”) shall be held within ten days after the Annual Church Meeting. At said meeting the Board of Stewards shall elect all officers of the Board and Chairs of the Committees of the Board, as well as transact any and all business as may properly come before the meeting. All elections of Officers of the Board and Chairs of any Committees so elected at this meeting shall be for only a term of one year.
Section 7.12 Regular Meetings. Regular meetings of the Board of Stewards shall be held at such times and places as may be fixed from time to time by resolution adopted by the Board and communicated to all Stewards. Except as otherwise provided by statute or these Bylaws, any business may be transacted by the Board at any regular meeting.
Section 7.13 Special Meetings. Special meetings of the Board of Stewards may be called by any Steward on three (3) business days notice, either personally, by mail, by telecopy or by e-mail. Except as may be otherwise expressly provided by statute or these Bylaws, neither the business to be transacted at nor the purpose of any regular or special meeting of the Board of Stewards need be specified in the notice or waiver of notice of such meeting.
Section 7.14 Quorum and Manner of Acting. At all meetings of the Board of Stewards, the presence of a majority of the number of Stewards then in office shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by statute or these Bylaws. Voting by proxy is not allowed or valid. The Senior Pastor has a vote to break a tie, but not otherwise. This voting potential makes the Senior Pastor a “Steward entitled to vote” at meetings of the Board of Stewards for purposes of notice. If a quorum is not present at any meeting of the Stewards, the Stewards present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At any such reconvened meeting any business may be transacted which might have been transacted at the meeting as originally convened. Meetings of the Board of Stewards which agendas or discussions touch on Senior Pastor compensation shall conclude with an executive session unattended by the Senior Pastor. The Board of Stewards has the authority to call an executive session for any matter involving personnel issues, compensation or any other matter deemed sufficiently sensitive by the Board of Stewards. The normal business and transactions required to be conducted by the Board of Stewards during its meeting shall not be conducted during an executive session. The act of a majority of the Stewards present in person or via conference call at which a quorum is present shall be the act of the Board of Stewards unless the act of a greater number is required by statute or these Bylaws, in which case the act of such greater number shall be requisite to constitute the act of the Board. In ASD’s Bylaws, the term “SuperMajority Stewards’ vote” means a two-thirds [2/3rds] vote of all Stewards in office when the vote occurred and the term “in writing” means the Super-Majority Stewards’ vote is put in writing and signed by all those Stewards constituting the Super-Majority.
Section 7.15 Steward’s Compensation. No Steward shall receive compensation for his or her services as a Steward or as a member of a standing or special committee of the Board, nor shall they receive a reimbursement for expenses incurred in attending meetings of the Board of Stewards or any such committee.
Section 7.16 Waiver of Notice. Whenever any notice is required to be given to any Steward or member of a committee of ASD under the provisions of any statute or of these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
COMMITTEES OF THE BOARD
Section 8.1 The Senior Pastor, upon endorsement from the Board of Stewards, may sanction the creation of any association or committees, which may be organized for any purpose not inconsistent with the general purposes of the Church.
Section 8.2 Whenever it is determined that any association or committee has not, or is not functioning in a manner consistent with the proper fulfillment of the general purposes of the Church, the Board of Stewards may by two-thirds (2/3rds) vote of the entire membership of the Board of Stewards, and with the advice and consent of the Senior Pastor, declare that the association or committee is dissolved and has no further legal existence under the Bylaws.
Section 8.3 There shall be three (3) permanent committees, to wit: Nominating, Finance and Compensation. Other than the permanent committees of Nominating, Finance and Compensation, any other committees formed shall be deemed to have a maximum term of one year. Any and all officers for any committees shall have a maximum term of one year. The Board of Stewards shall define the extent of a committee’s power to act on behalf of ASD. In the absence of the Board’s specific grant of additional powers, a committee shall have and may exercise only the power of recommending action to the Board of Stewards and Senior Pastor, and of carrying out and implementing any instructions or any policies, plans and programs theretofore approved, authorized and adopted by the Board of Stewards.
Section 8.4 Nominating Committee. The Senior Pastor, along with a minimum of two members of the Board of Stewards nominated by the Senior Pastor and approved by the Board of Stewards, shall comprise the Nominating Committee. The Senior Pastor or a member of the committee designated by him chairs the Nominating Committee. The Nominating Committee shall present to the Board of Stewards qualified candidates to fill vacancies on the Board of Stewards. The Nominating Committee shall also nominate the candidates to be presented to the Board of Stewards for the officer positions of the Board of Stewards and chairpersons of any and all committees. The Board of Stewards shall vote on all candidates presented to it by the Nominating Committee. A Super-Majority Stewards’ vote is necessary and sufficient to present a candidate for Steward to the Church and/or to fill a Steward vacancy. A majority vote of the Stewards present is necessary and sufficient to elect an officer of the Board of Stewards and chairperson of any committee.
Section 8.5 Finance Committee. The Finance Committee shall assist the Treasurer in his responsibilities for the oversight of all financial matters of ASD. The Finance Committee shall have no authority to make any expenditures which have not been authorized by the Board of Stewards or by approval of the annual budget or actual approval of any expense not included in the annual budget. The Finance Committee shall be chaired by a separate Finance Chairman. The Church Treasurer shall be a member of the Finance Committee. The additional members of the Finance Committee may be authorized by the Board of Stewards in a number sufficient to fulfill all responsibilities of said Finance Committee.
The Finance Committee shall be responsible for preparation and recommendation of the annual budget to the presented to the Board of Stewards for approval at the final calendar year meeting of the Board each year. In fulfilling its responsibility for preparation and recommendation of the annual budget, the Finance Committee can form a Budget Committee. Membership of the Budget Committee shall include the Chairman of the Finance Committee or another duly authorized representative of the Finance Committee, the Church Treasurer or an Assistant Treasurer as authorized by the Finance Committee. In preparation for the annual budget a Budget Committee may seek the assistance of any member of the Church administration or any other person they deem to be necessary to complete the budget. Under no circumstances shall the responsibility for actual preparation of the budget be placed upon any other person or committee other than the Budget Committee under the authority of the Finance Committee.
The Finance Committee shall have the further, following responsibilities:
- Oversee any and all investments of ASD property authorized by the Board of Stewards;
- Oversee all relationships with banking institutions in which ASD has any property;
- Responsible for proper recording and deposits of all receipts and disbursements of any funds of ASD;
- Responsible for recording and maintaining a record of the individual donations of each member of ASD;
- Responsible for recommending to the Board of Stewards a qualified CPA firm to perform the required annual audit of the finances of ASD;
- Responsible for review and maintenance of all insurance policies and maintaining relationships with appropriate insurance representatives;
- Responsible for establishing for review and approval by the Board of Stewards all necessary and appropriate finance policies for ASD;
h Responsible for the knowledge and monitoring of the finance circumstances of ASD and preparation of any necessary financial reports requested by the Board of Stewards in fulfillment of its responsibility for the financial matters of ASD;
- Responsible for establishing a policy for the approval of any post-budget or extra-budget appropriations.
Section 8.6 Compensation Committee. The Compensation Committee is responsible for the recommendation of all salaries, bonuses or other compensation for all paid employees of ASD or prospective employees of ASD. Upon being advised of the need of a particular position, either clergy or staff, the members of the Compensation Committee shall meet and recommend a salary and any other formal compensation for a particular position to the Board of Stewards. In making such recommendations for bonuses or annual raises for church staff (not clergy), the Compensation Committee may solicit recommendations from the church administrator. In making any other recommendations for bonuses or annual raises for church staff and clergy, the Compensation Committee will work closely with the members of the Finance Committee and/or their authorized Budget Committee in arriving at said recommended compensation. However, all authority with regard to decision of the amount of compensation to be paid for a particular position is under the sole province of the Board of Stewards.
Section 8.7 Each permanent committee and any other authorized committees shall elect a position of recording secretary. The recording secretary of each committee shall be responsible for recording all actions taken at each authorized committee meeting and creating minutes therefrom. The minutes of each preceding meeting shall be provided to the members of said committee a minimum of one week prior to any subsequent meetings and shall be reviewed and approved at said subsequent meeting.
OFFICERS, EMPLOYEES AND AGENTS:
POWERS AND DUTIES
Section 9.1 The Chairman of the Board of Stewards will be appointed by the Senior Pastor in consultation with the Nominating Committee and Chairman and announced at the annual Church Meeting after the results of the election of new Board of Stewards members has been announced.
Section 9.2 Elected Officers. The elected officers of ASD shall include a Vice-Chairman, Treasurer, Secretary and Chancellor. The elected officers may also include such other officers as may be determined from time to time by the Board of Stewards. The Treasurer, Secretary and Chancellor do not need to be elected Stewards and if such offices are not held by elected Stewards, they shall be ex officio, non-voting Stewards who shall receive notice of all meetings of the Church. In lieu of appointing a Chancellor, the Board of Stewards may elect to retain outside legal counsel on a pro bono basis. The individual or firm retained shall perform the same duties of the chancellor listed herein.
Under no circumstances shall elected officers be ASD employees, ASD clergy or directly or indirectly an independent contractor to ASD or directly or indirectly a vendor to ASD. Under no circumstances shall any person, other than the duly elected members of the Board of Stewards or the Senior Pastor only under the above circumstance as in Section 6.2(a), be allowed to vote on any matter during any properly authorized meeting of the Board of Stewards.
Section 9.3 Election. So far as is practicable, all elected officers shall be elected by the Board of Stewards at the Annual Meeting of the Board.
Section 9.4 Appointive Officers. The Board of Stewards may also appoint one or more Assistant Secretaries and Assistant Treasurers and such other officers and assistant officers and agents as it shall from time to time deem necessary, who shall exercise such powers and perform such duties as shall be set forth in these Bylaws or determined from time to time by the Board.
Section 9.5 Terms of Office: Removal; Filling of Vacancies. The term of each elected or appointed officer of ASD runs until the next Annual Meeting of the Board following such officer’s election or appointment, or until the officer’s death, resignation, retirement, disqualification or removal from office. Any officer may be removed at any time by the Board of Stewards whenever in its judgment the best interests of ASD will be served thereby. If the office of any elected officer becomes vacant for any reason, the vacancy shall be filled by the Board of Stewards. The Senior Pastor will appoint a new Chairman of the Board of Stewards if the previous Chairman is no longer able to serve.
Section 9.6 Chairman. The Chairman shall preside over the Board of Stewards and shall preside over the executive sessions of the Board of Stewards. In the absence or disability of the Chairman, the Chairman’s duties shall be performed and the Chairman’s powers may be exercised by the Vice-Chairman, if any, or the Secretary, if any, unless otherwise determined by the Board of Stewards.
Section 9.7 Vice-Chairman. The Vice-Chairman shall generally assist the Chairman and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him by the Chairman or the Board of Stewards.
Section 9.8 Secretary. The Secretary shall see that notice is given of all annual and special meetings of the Board of Stewards and shall keep and attest true records of all proceedings at all meetings of the Board. The Secretary shall keep and account for all books, documents, papers and records of ASD, except those for which some other officer or agent is properly accountable. The Secretary shall be responsible for the preservation of all such records for necessary review for a period of a minimum of seven (7) years. The records of all proceedings shall be prepared and made available for review at the next subsequent meeting of the Board of Stewards. The Secretary shall generally perform all duties usually appertaining to the office of secretary of a corporation. In the absence or disability of the Secretary, the Secretary’s duties shall be performed, and the Secretary’s duties and powers may be exercised by the Assistant Secretaries, in the order of their seniority, unless otherwise determined by the Secretary, the Chairman or the Board of Stewards.
Section 9.9 Assistant Secretaries. Each Assistant Secretary shall generally assist the Secretary and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to the Assistant Secretary by the Secretary, the Chairman, or the Board of Stewards.
Section 9.10 Treasurer. With the goal of insuring ASD has a Treasurer at all times, should the office become vacant, the Chairman may make a temporary appointment good to the next meeting of the Board of Stewards who shall then elect a replacement. The Treasurer shall be the chief accounting and financial officer of ASD and shall have active control of and shall be responsible for all matters pertaining to the accounts and finances of ASD and shall direct the manner of certifying the same; shall supervise the manner of keeping all vouchers for payments by ASD and all other documents relating to such payments; shall receive, audit and consolidate all operating and financial statements of ASD and its various departments; shall have supervision of the books of accounts of ASD, their arrangements and classifications; shall supervise the accounting and auditing practices of ASD and shall have charge of all matters relating to taxation. The Treasurer shall have the care and custody of all monies, funds and securities of ASD; shall deposit or cause to be deposited all such funds in and with such depositories as the Board of Stewards shall from time to time direct or as shall be selected in accordance with procedures established by the Board; shall advise upon all terms of credit granted by ASD; shall be responsible for the collection of all its accounts and shall cause to be kept full and accurate accounts of all receipts, disbursements and contributions of ASD. The Treasurer is authorized to and shall have the power to draw checks, drafts, and bills of exchange; to make notes; to endorse for deposit or collection or otherwise all currency, checks, drafts, notes, bills of exchange or other commercial papers given, paid or payable to ASD; and to give proper receipts or discharges for all payments and/or things of value given to or received by ASD. The Treasurer shall generally perform all duties usually appertaining to the office of treasurer of a corporation. In the absence or disability of the Treasurer, the Treasurer’s duties shall be performed and the Treasurer’s powers may be exercised by the Assistant Treasurers in the order of their seniority, unless otherwise determined by the Treasurer, the Chairman or the Board of Stewards. The Treasurer shall serve on and may chair the Finance Committee and shall serve on the Compensation Committee. Under no circumstances shall any person other than the Treasurer or his duly authorized representative have the authority to disburse funds, transfer funds or withdraw funds from any account of ASD. Only the Treasurer, with the assistance of the Finance Committee, or his assistant shall be responsible for formulating the budget for the operation of ASD. The budget shall be prepared only under the authority of the Treasurer. In preparation of the budget the Treasurer is allowed to form a sub-committee of the Finance Committee (Budget Committee), whose duties shall be the preparation of the budget. In such preparation of the budget the advice and input from other members of the Board, the Senior Pastor or any other member of ASD staff may be allowed. Under no circumstances shall any member other than the Treasurer or his duly authorized representative of the Budget Committee have principal authority for formulation of the budget.
Section 9.11 Assistant Treasurer. Each Assistant Treasurer shall generally assist the Treasurer and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to the Assistant Treasurer by the Treasurer, the Chairman of the Finance Committee and the Chairman of the Board of Stewards.
Section 9.12 Chancellor. The Chancellor must be an attorney licensed to practice law in the State of Texas. The Chancellor shall advise the Senior Pastor and Board of Stewards on all legal matters and provide for professional legal counsel when the services of an attorney are needed by the Church. The Chancellor shall also act as the Church Parliamentarian at the Annual Church Meeting and all meetings of the Board of Stewards. In general, the Chancellor shall perform all duties incident to the office of the Chancellor and such other duties that may from time to time be assigned to him or her by the Board of Stewards or the Senior Pastor. The Chancellor shall also be referred to as Consigliere.
Section 9.13 Additional Powers and Duties. In addition to the foregoing especially enumerated duties, services and powers, the several elected and/or appointed officers of ASD shall perform such other duties and services and exercise such further powers as may be provided by statute or these Bylaws, or as the Board of Stewards may from time to time determine or as may be assigned to such officer by any competent superior officer.
Section 10.1 Fiscal Year. The fiscal year of ASD shall be the calendar year.
Section 10.2 Ownership and Disposal of Property. Only the Board of Stewards shall have authority over acquisition and disposition of assets of ASD. All ASD property of any kind (whether real, personal or mixed) is owned exclusively by ASD, exclusively for ASD, and such relationship of ASD to ASD’s property cannot be changed without the express written consent of ASD in a document specifically describing the property in question. No other person shall have authority unless authorized by the Board to dispose of or acquire any property on behalf of ASD or to create any legal obligation on the part of ASD. Upon dissolution, assets remaining in ASD after paying all claims and expenses, shall be distributed to another organization qualifying under Section 501(c)(3) of the Internal Revenue Code, as amended, as directed by the Board of Stewards, with the intent that such funds be used to continue the purposes set forth in Article Two hereof.
Section 10.3 Conflicts of Interest. ASD has adopted a “Conflicts of Interest Policy”.
INDEMNIFICATION OF OFFICERS AND STEWARDS
Section 11.1 ASD shall indemnify its officers, committee members, clergy and Stewards for time devoted by them and for reasonable expenses incurred by them in connection with a proceeding in which any of them are or are made a party, witness or potential witness because they are or were such an officer, committee member, clergy or Steward, if they have been wholly successful, on the merits or otherwise, in respect of the proceeding, unless such indemnification is limited by law or is said by ASD’ s liability insurer to be contrary to the terms of any possibly applicable insurance coverage. ASD shall also indemnify an officer, committee member, clergy or Steward who was, is, or is threatened to be made a party, witness or potential witness in a proceeding because the person is or was an officer, committee member, clergy or Steward for any judgments, penalties (including excise and similar taxes), fines, settlements, devotion of time and/or reasonable expenses actually incurred by the person in connection with the proceeding if it is determined, in the manner described below, that the person (i) conducted himself in good faith, (ii) reasonably believed, in the case of conduct in the person’s official capacity as a Steward, officer, clergy or committee member, that the person’s conduct was in ASD’s best interests, and in all other cases, that his conduct was at least not opposed to ASD’s best interests, and (iii) in the case of any criminal proceeding, had no reasonable cause to believe the person’s conduct violated a penal law.
Section 11.2 ASD may fulfill its obligations under these Bylaws for indemnification or reimbursement of Steward, officer, clergy or committee member by purchase of appropriate insurance coverage which would, in turn, provide the required reimbursement or indemnification to the specific individual required to be indemnified or reimbursed.
SPECIAL PROCEDURES CONCERNING MEETINGS
Section 12.1 Meeting by Telephone. The Board of Stewards, and any committee of ASD, may hold a meeting by telephone conference call procedures in which all persons participating in the meeting can hear and speak to each other. The notice of a meeting by telephone conference must state the fact that the meeting will be held by telephone, as well as all other matters required to be included in the notice. Participation of a person in a meeting via conference call constitutes presence of that person at the meeting.
Section 12.2 Decision Without Meeting. Any decision required or permitted to be made at a meeting of the Board of Stewards or any committee of ASD may be made if a written consent to such decision is signed by all of the persons entitled to vote on the matter, or an affirmative email is received from the person entitled to vote on the matter. The original signed consents or emails shall be placed in the ASD minute book and kept with ASD’s records. Emails shall be sent to the Secretary of ASD.
Section 13.1 These Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any time by a majority vote except that a Bylaw requiring a Super-Majority Stewards’ vote can only be amended by a Super-Majority Stewards’ vote in writing. Moreover, this Section 13.1 Bylaw itself can be amended only by a Super-Majority Stewards’ vote in writing. All proposed amendments to Bylaws must be presented in writing to the Board of Stewards in the month prior to it being voted on for approval. Nothing in this section shall apply to the initial consideration and approval of the foundational Bylaws.
Section 14.1 In the event that the Church shall be dissolved for the purposes of consolidation with another mission Church, once such Church has been approved by the Apostolic Vicar, its properties and monies shall revert to the newly consolidated Church.
In the event that the Church shall be permanently dissolved, its properties, whether real or personal, after the satisfaction of any liability shall be disposed of as directed by the Board of Stewards in consultation with the Societies Chancellor and President, and consistent with the laws of the State of Texas.
If dissolution of the Church for the purposes of consolidation occurs, an 85% vote of the eligible voting Members of the Church is required. In the event of permanent dissolution a 95% vote of all eligible voting Members of the Church is required.
The undersigned Secretary of ASD hereby certifies that the foregoing Bylaws, as amended were duly adopted by the Board of Stewards of ASD on the ________ day of__________________________, A.D. 2014.