Bylaws Of Hope Community Church, Inc.
Sioux Falls, SD
A South Dakota Not-For-Profit Corporation
Section 1. Introduction: These By-Laws constitute the code of rules adopted by Hope Community Church, Inc. (Sioux Falls), Herein sometimes referred to as the “Corporation” and sometimes referred to as the “Church”.
Section 2. Purposes & Powers. The Corporation will have the purposes or powers as may be stated in its Certificate of Incorporation and such powers as are now or may be granted hereafter by the South Dakota Non-Profit Corporation Act or any successor legislation.
The purpose of the Corporation, as stated in its Certificate of Incorporation, is as follows:
This corporation is organized for the purpose of teaching the Gospel according to Jesus Christ, and ministering to the needs of Christians and the unsaved.
Offices: The Corporation shall have and continuously maintain in the State of South Dakota a registered office and a registered agent whose office is identical with such registered office and may have other offices within or without the State of South Dakota as the Board of Elders may from time to time determine.
Members of the Corporation. In accordance with Article V of the Church’s Articles of Incorporation, the Corporation shall heretofore designate only one class of member, which shall be designated “voting member”. Individuals who serve on the Board of Elders (i.e., “Elders”) are the sole members of the Corporation.
Board of Elders.
Section 1. General Powers. The Board of Elders (hereinafter sometimes referred to as the “Elders”) are to oversee all of the affairs of the Corporation and are the final authority within the Church. Thus, the Elders function as the corporate Board of Directors. The Board of Elders, from time to time may delegate to administrators certain responsibilities as the Elders see fit. Such delegated responsibilities may include oversight of legal & financial matters related to the Church, and providing for care & maintenance of properties owned by the Church. The delegation of said responsibility shall not be considered a relinquishment of authority to administrators, and the Board of Elders reserves the right to object to decisions of the administrators, provided such objections are made in a timely manner.
Section 2. Number and Tenure. The number of Elders of the Corporation shall not be less than three or more than eleven. Once elected, Elders serve for an indeterminate amount of time.
Section 3. Meetings. The Board of Elders will convene as necessary to conduct business, set policy, and otherwise manage the affairs of Hope Community Church. Meetings may be called by or at the request of any Elder. Meetings will be held at the Church Office unless otherwise specified.
Section 4. Quorum. A simple majority of Elders shall constitute a quorum for the transaction of business at any meeting of the Elders. If less than a simple majority of the Elders are present at said meeting, any Elder present may adjourn the meeting from time to time without further notice. Non-routine decisions made during a meeting at which quorum is present shall become the act of the Board of Elders following a three-day internal notice/review period. This process requires that the entire Board of Elders is notified, in writing, of the exact decisions which were made. Any Elder can request a new vote within 3 days of notification. All decisions made by the Board of Elders shall be binding, except where otherwise provided by law or by these By-Laws.
Section 5. Termination of Board of Elders Membership. The Board of Elders by unanimous vote of all the other Elders may suspend or expel a Member of the Board of Elders for cause after appropriate hearing.
Section 6. Resignation. Any Member of the Board of Elders may resign voluntarily at any time by filing a signed resignation notice with the Board of Elders.
Section 7. Qualifications and Selection Process For Elders. The following procedures and qualifications shall be followed in the selection of all new Elders.
The Board of Elders will assess its strengths and weaknesses on an on-going basis. When the determination is made that an additional Member is necessary, the Elders will specify qualifications for such Member at that time. A nominating committee of at least two Members of the Corporation will be formed to seek qualified candidates amongst the attendees of Hope Community Church. This committee may solicit input from individuals and/or the church congregation, as deemed necessary.
The nominating committee will review potential candidates and present their recommendation(s) to the Board of Elders for a final selection.
Once a candidate is approved, this prospective Elder will be presented to the church congregation for a 30 day review period. Church attendees will have the opportunity to submit written affirmations or reservations concerning the candidate’s suitability for the Board of Elders. The purpose of this input is to verify to the Elders that their selection of the candidate was indeed sound. Information submitted concerning a candidate may be done so anonymously, but more serious consideration will be given to those concerns which are signed. All information submitted to the Elders will be theirs to follow up upon as they deem appropriate. While affirmations and reservations may be discussed with the potential candidate, the source of such information will be respected and not shared with the candidate at any time.
Following the 30 day review period, the Elders will discuss the information that was gathered and make a final determination regarding the candidate’s qualification for the position.
The Board of Elders will then vote to confirm a qualified candidate’s Membership in the Board of Elders. A unanimous vote is necessary for approval.
Section 8. Compensation. Elders as such shall not receive any stated salaries for their services, but by resolution of the Board of Elders, may receive compensation for special services rendered as Elders, provided, that nothing contained shall be construed to preclude any Elder from serving the Corporation in any other capacity and receiving compensation therefore.
Section 9. Senior Minister. The Board of Elders shall be responsible to select and retain the Senior Minister and fill any vacancies in that position, subject to a unanimous vote of the Board of Elders. Once selected, the Senior Minister will be one of the Elders with one vote.
Section 1. Offices. The Officers of the Corporation shall be a President, a Treasurer, a Secretary and such other officers as may be elected in accordance with the provisions of this Article. The Board of Elders may elect or appoint such other officers, including one or more Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Elders. Any two or more offices may be held by the same person, except the offices of President and Secretary. The President shall be a voting member of the Board of Elders and shall preside over all Officer meetings.
Section 2. Election and Term of Office. The officers (except the President) of the Corporation shall be nominated annually by the Board of Elders. Vacancies may be filled or new offices created and filled at any meeting of the Board of Elders. Each active officer shall retain their title until his successor shall have been duly elected and shall have qualified.
Section 3. Removal. Any officer (except the President) or agent elected or appointed by the Board of Elders may be removed by the Board of Elders whenever, in its judgment, the best interests of the Corporation would be served thereby; but such removal should be without prejudice to the contract rights, if any, of the person so removed. The President may be removed only by the unanimous consent of the Board of Elders.
Section 4. Vacancies. Any vacancy in any office (excluding President) because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Elders for the unexpired portion of the term.
Section 5. President. The President of the Corporation shall be the Senior Minister. The President shall be the Chief Executive Officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. He may sign (with the Secretary or any other proper officer of the Corporation authorized by the Board of Elders) any deeds, mortgages, bonds, contracts, and other instruments which the Board of Elders have authorized to be executed, and in general shall perform all duties incident to the office of President. In the event of vacancy in the office of Senior Minister, the Elders shall be responsible to conduct a search for candidates to fill the position. The Elders shall fill the position of Senior Minister by a unanimous vote.
Section 6. Default of President. In the absence of the President or in the event of his inability or refusal to act, The Board of Elders shall have all the powers of, and be subject to, all the restriction upon the President.
Section 7. The Treasurer. If required by the Board of Elders, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Elders shall determine.
He shall have charge and custody of, and be responsible for, all funds and securities of the Corporation; keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions; render reports and accountings to the Board of Elders; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation, in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of ARTICLE VI of these By-Laws.
It is understood that the Treasurer may delegate the actual performance of these duties to a Financial Manager appointed by the Board of Elders.
In general, oversee all of the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Elders..
Section 8. Secretary. The Secretary shall keep the minutes of the meetings of the Officers in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; keep a register of the post office address of each Officer and Elder; and in general perform all duties incident to the Office of Secretary and such other duties as from time to time may be assigned to that Secretary by the President or by the Board of Elders.
Contracts, Deposits and Funds.
Section 1. Contracts. The Board of Elders may authorize any officer or officers, agent or agents of the Corporation, in addition to the Officers so authorized by these By-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. In absence of such appointment it shall be conclusively presumed that the President is authorized to execute and the Secretary is authorized to attest to any contract pre-approved by the Board of Elders on behalf of the Corporation.
Section 2. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Elders may select.
Section 3. Gifts. The Board of Elders may accept on behalf of the Corporation any contribution, gift, bequest or device for the general purposes or for any special purpose of the Corporation.
Books and Records. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Elders and its Officers. The Corporation shall keep at the registered or principal office a record giving the names and addresses of the current members of the Board of Elders.
Fiscal Year. The fiscal year of the Corporation shall begin on the first day of May and end on the last day of April in each year.
Limitations of liability and indemnification. No person shall be liable to the Corporation for any loss or damage suffered by it on account of any action taken or omitted to be taken by him/her as an Elder or Officer of the Corporation.
If said action was within that person’s scope of authority and was taken in good faith and said person exercised or used the same degree of care and skill as a prudent person would have exercised or used under the circumstances in the conduct of his/her own affairs, or
Said person took or omitted to take such action in reliance upon the written advice of the counsel for the Corporation.
In case any action, suit or proceedings to which an Elder or Officer is made a party and provided that said Elder or Officer meets the requirements of subparagraph (a) and (b) above, then the Corporation shall pay any final judgment entered against that party or pay the amount necessary to settle said proceedings, and shall reimburse said individual for all costs and expenses, including reasonable attorney’s fees, reasonably incurred by him in connection with his defense.
Waiver of Notice. Whenever any notice whatever is required to be given under the provisions of the South Dakota Non-Profit Corporation Act, 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.
Amendments to By-laws. The power to alter, amend or repeal the By-laws or adopt new By-laws shall be vested in the Board of Elders. All such changes shall require a unanimous vote of the Elders for approval. Such actions may be taken at regular or special meetings of the Board of Elders. Any amendments to the By-laws shall not be inconsistent with the laws of the State of South Dakota or the Articles of Incorporation.