INTRODUCTION 

Foremost in the operation of this corporation and its Bylaws is the Word of God as taught in the Old Testament and applied in the New Testament of the Holy Bible. All provisions in these Bylaws are subject to the Word of God which is to every possible extent incorporated herein by reference. Unless otherwise stated, this corporation shall follow the Holy Bible generally accepted among Bible-believing congregations, churches or fellowships throughout this nation, or the reading together of these versions to produce an understanding of the Truth of God as communicated to mankind. 

ARTICLE 1. NAME AND DURATION 

1.1 Name. The name of the organization shall be “Marriage Insights Institute” (hereinafter spoken of as the ministry) 1.2 Duration. Its duration shall be perpetual. 

ARTICLE 2. LOCATION OF OFFICES 

The principal office of the corporation shall be located in Texas. The ministry may have such other offices, either within or outside the State of Washington, as the Board may designate or as the business of the ministry may require from time to time. 

ARTICLE 3. PURPOSE 

The purpose of Marriage Insights Institute is to: 1) provide marriage and relationship education to individual(s), couples and churches; 2) provide to churches and organizations manuals and videos to facilitate either a 6 or 12 week course to their congregation; (3) offer group mentorship to churches who have no time or money to help struggling marriages in their congregation (4) offer an app for couples to keep their marriages on the fore front of their mind (5) offer certification programs and training for those individuals who want to help other marriages 6) evangelize and support missionary activities worldwide; 7) license and ordain Christian ministers; 8) support the expression of Biblical Principles and the Kingdom of God for the whole person; 9) engage in any other activities which support or are necessary to accomplish the above purposes or mission of the organization; 10) teach Christian doctrines and Biblical truth to children and adults; and 11) conduct worship service. 

ARTICLE 4. GOVERNING AUTHORITY 

4.1 Sources of Rights and Authority 

(a) Bible. The church’s primary governing authority is derived from and based upon the Bible, the sole and final source of all that we believe. We believe the Bible is the inspired and infallible Word of God that speaks with final authority concerning truth, morality and the proper conduct of mankind. For purposes of church doctrine, practice, policy and discipline in this minsitry, the final interpretive authority on the Bible’s meaning and application shall be our Founding Member(s). (2 Timothy 3:16, 1 Corinthians 2:13)

(b) Biblical Doctrine and State Law. Pursuant to Section 1110 of the Washington Nonprofit Corporation Act (2021), “to the extent religious doctrine or canon law governing the internal affairs of a nonprofit corporation is inconsistent with [that Act], the religious doctrine or canon law controls to the extent required by the United States Constitution, the state Constitution, or both.” The Bible is the source of doctrine and law upon which the ministry and activities of this ministry are based. 

(c) Applicable Laws. The ministry further asserts all authority and rights granted in the Washington Nonprofit Corporation Act currently in effect, and as amended or superseded, as well as all rights guaranteed in Federal Law through the United States Constitution (especially, but not limited to, the 1st Amendment); U.S. Code Title 26 § 508 (c)(1)(A) and § 6033(a)(3); and the Religious Freedom Restoration Act set forth in 42 U.S. Code § 2000bb. 

(d) Statement of Faith. This ministry shall also be governed by our Statement of Faith set forth in Article 6 below. However, that Statement of Faith is not intended as an exhaustive expression of the fullness of our Biblical beliefs.

4.2 Management and Governance 

The ministry shall be managed by the Founding Director/President. There shall also be a Board of Directors (also referred to as the “Governing Board” or the “Board”) consisting of at least three (3) people. The Board shall have the authority, rights and responsibilities as set forth in the Governing Documents identified in Article 5. 

4.3 Ordination 

Pursuant to these Bylaws and Biblical authority, the Founding Directors and President and Vice-President are hereby recognized as Ordained Ministers of the Gospel of Jesus Christ by this organization. The Founding Directors are authorized to ordain others according to criteria set by the Board of Directors and reflected in a Board resolution. 

4.4 General Powers of the Ministry 

(a) Except as otherwise provided in these Bylaws, this Religious Corporation/Ministry shall have all of the powers under the Washington Nonprofit Corporation Act currently in effect and as amended or superseded, except as expressly limited or modified by these Bylaws. These powers include, but are not limited to, the power to: 

1. Make and amend bylaws and policies, not inconsistent with its Articles of Incorporation, the laws of this state, the ministry’s Statement of Faith, or with the Holy Bible, for managing and regulating the affairs of the ministry; 
2. Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located; 
3. Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property; 
4. Make contracts for goods and services in furtherance or support of its purposes; incur liabilities; borrow money; issue notes; bonds, and other obligations; and secure any of its obligations by mortgage or pledge of any of its property or income; 
5. Conduct its activities within or outside of the State of Washington; 
6. Appoint officers, employees, and agents of the ministry, define their duties, fix their compensation; provide housing allowances for Ordained Ministers; 
7. Pay pensions and establish pension plans, pension trusts, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents, except as limited by the Washington Nonprofit Corporation Act currently in effect and as amended or superseded; 
8. Make donations for charitable purposes; 
9. Establish conditions for admission or removal of members, admit or remove members, and issue memberships; 
10. Carry on a business, and make net profits and accumulate reserves, subject to the requirements of the Washington Nonprofit Corporation Act and other applicable state and federal laws that may impose taxes on business activities carried out by a church that are unrelated to its religious mission; 
11. Invest and reinvest its funds, and receive and hold real and personal property as security for repayment, except as limited by section 2701 of the Washington Nonprofit Corporation Act; 
12. Make payments or donations, or do any other acts, not inconsistent with law, that further the purposes, activities, and affairs of the ministry. 
13. Receive donations for the running of the day to day activities of the ministry and to provide scholarships. 

(a) No Loans to Directors, Officers or Others. Under the Washington Nonprofit Corporation Act, section 2701(1), the ministry is not permitted to lend money to, extend credit to, or guarantee any obligation of any Director or Officer, except that (under section 2701(2)), subsection (1) does not apply to: 

(b) An advance to pay reimbursable expenses reasonably expected to be incurred within a time period that is reasonable under the circumstances by a director or officer; 

(c) Advances relating to indemnification and advances for expenses; 

(d) Loans or advances pursuant to employee benefit plans; or 

(e) A loan to pay reasonable relocation expenses of an Officer. 

No loans shall be made to any other persons, except for advances of funds to pay reimbursable expenses reasonably expected to be incurred by any employee or agent within a time period that is reasonable under the circumstances. 

(f) The ministry is authorized to create and/or accept local churches under the umbrella of this ministry pursuant to the authority of a majority vote of the Governing Board. The Founding Member(s) or President may appoint other leaders as required to assist in spiritual oversight of geographic areas or ministries of such local churches.

(g) The ministry may bring or defend actions in any court or tribunal in the world on behalf of the ministry or any ministry/church under its umbrella, or any of the persons sought to be protected by the ministry’s mission. 

(h) The ministry reserves the right to fund such litigation and/or lobbying and/or advertising as the Founding Director/President determines will best promote the strategic implementation of the ministry’s purpose and mission. 

ARTICLE 5. GOVERNING DOCUMENTS & AMENDMENTS 

The governing documents of the ministry are the Articles of Incorporation, Bylaws, and the Bible. The Articles of Incorporation take precedence over the Bylaw where it addresses certain items and the BYLAWS will be for items that are not covered by the Aricles of Incorporation. Any amendments to or repeal of either the Articles of Incorporation or the Bylaws shall require a two-thirds vote of the Governing Board of Directors. All amendments shall be consistent with the guiding principles of the Bible. 

ARTICLE 6. STATEMENT OF FAITH 

6.1 Statement of Faith 

Although it would be impossible to detail the depths of Bible doctrine in this document, generally, the Church holds to the following tenets: 

Scripture. We believe in the plenary-verbal inspiration of the accepted canon of the Scriptures as originally given and that they are infallibly and uniquely authoritative and free from error of any sort in all matters with which they deal, including scientific and historical as well as moral and theological (2 Timothy 3:16; 1 Corinthians 2:13).

God, Himself. We believe in the Eternal Godhead who has revealed Himself as ONE God existing in THREE persons: Father, Son, and Holy Spirit; distinguishable but indivisible (Matthew 28:19; 2 Corinthians 13:14). 

Biblical History. We believe in the full historicity and perspicuity of the Biblical record of primeval history, including the literal existence of Adam and Eve as the progenitors of all people, the literal fall and resultant divine curse on the creation, the worldwide cataclysmic deluge, and the origin of nations and languages at the tower of Babel (Genesis 1-11). 

Creation. We believe in the creation, test and fall of man as recorded in Genesis and his total spiritual depravity and inability to attain to divine righteousness (Romans 3:10-18)

The Lord Jesus Christ. We believe in the Lord Jesus Christ, the Savior of men, conceived of the Holy Spirit, born of the Virgin Mary, very God and very man (Luke 1:26- 35; John 1:18; Isaiah 7:14; 9:16). 

Christ’s Death & Resurrection. We believe Christ died for our sins, was buried and rose again the third day, and personally appeared to His disciples (1 Corinthians 15:14; Romans 4:25). 

Salvation by Grace Through Faith. We believe in the salvation of sinners by grace, through repentance and faith in the perfect and sufficient work of the cross of Calvary by which we obtain remission of sins (Ephesians 2:8-9; Hebrews 9:12, 22; Romans 5:11). 

Water Baptism. We believe in the necessity of water baptism by immersion in the name of the Eternal Godhead in order to fulfill the command of Christ (Matthew 28;19; Acts 2:37-39; 19:1-6).

Baptism of the Holy Spirit. We believe in the baptism of the Holy Spirit as an experience subsequent to salvation (Acts 2:1-4; 8:14-17; 10:44-46; Galatians 3:14-15). 

The Gifts of the Spirit. We believe in the operation of the gifts of the Spirit as enumerated in 1 Corinthians 12-14 and as manifested in the Early Church (1 Corinthians 12-14). 

Spirit-Filled Living. We believe in the Spirit-filled life, a life of separation from the world, perfecting holiness in the fear of God as an expression of Christian faith (Ephesians 5:18; 1 Corinthians 6:14; 7:1). 

Healing. We believe in the healing of the body by Divine Power, or Divine healing in its varied aspects as practiced in the Early Church (Acts 4:30; Romans 8:11; 1 Corinthians 12:9; James 5:1). 

Communion. We believe in the Table of the Lord, commonly called Communion or the Lord’s Supper, for believers (1 Corinthians 11:28-32)

Tithes, Offerings, and Prosperity. We believe in the Tithe (the first ten percent of our income) that belongs to the Lord, offerings that are given willingly, and alms that are given to the poor. We believe prosperity is the will of God for every believer and always to be associated with God’s purpose (Deuteronomy 8:18; 2 Corinthians 8:9; 9:6-15). 

Eternal Life. We believe in eternal life for believers (John 5:24; 3:16) and eternal punishment for unbelievers (Mark 9:43-58; 2 Thessalonians 1:9; Revelation 20:10-15).

Satan & His Judgment. We believe in the reality and personality of Satan and the eternal judgment of Satan and his angels (Matthew 25:41; Revelation 20:10-15). 

We Are About Expansion of The Kingdom of God 

The personal, regional, and global expansion of God’s kingdom through His manifest presence. Be fruitful and multiply, and take dominion (rule over it) over this earthy is still our mandate (Genesis 1:28) 

Relationship with God 

Our number one priority is our personal relationship with God. Our first corporation is to God with thanksgiving and praise. 

Freedom through Salvation 

Salvation is freely offered to all people through Jesus Christ, who took our sin upon Himself. Salvation frees us from the power of the devil: sin, lies, sickness and torment. 

Supernatural Corporation 

Every believer is a supernatural minister of the gospel of power. All corporations flow from the prayer, “Thy kingdom come, Thy will be done on earth as it is in heaven.” We equip and send the church to carry on the signs and wonders that followed Jesus. We believe as followers of Jesus Christ we have been given the power and authority to do what Jesus did, destroy the works of the devil.” 1 John 3:8 

Impact through Love & Power 

Serving society, not just a church, we demonstrate God’s grace by impacting every sphere with His unconditional love and transforming power. 

A Glorious Bride 

Christ is returning for a glorious overcoming bride – His Church. We are sons and daughters of the King, more than “sinners saved by grace.” We aim to fulfill the Great Commission and steward the kingdom to the next generation. We embrace the biblical government of apostles, prophets, evangelists, pastors and teachers. 

ARTICLE 7. BOARD OF DIRECTORS 

7.1 General Powers of the Board 

The Board of Directors shall have the authority, powers, rights and responsibilities as set forth under the Articles of Incorporation, these Bylaws, and the Washington Nonprofit Corporation Act, except as those powers are expressly limited by the Articles or these Bylaws as allowed under that Act. 

The daily activities and affairs of the ministry shall be managed by the President, and others to whom the President delegates responsibility, but the Board of Directors shall have oversight responsibilities as is outlined in Article 9, establish policies and criteria as needed, and exercise its powers and responsibilities pursuant to these Bylaws through prayerful consideration, and seek Godly wisdom, advice, and counsel from each other and others as needed and appropriate. 

If the ministry has members, the Board’s powers shall not be overridden by the membership. 

7.2 Number and Term of Directors 

The Governing Board shall consist of no fewer than three (3) Directors. They shall serve terms of one year. Directors are appointed by the Founding Director(s). 

7.3 Founding and Initial Directors 

The Founding Director(s) are 1) “Dr. Robert A Rohm”, Director and 2) “Christopher E. Borghese”, President/Chairman of the board, 3) “Tara Borghese”, Vice-President and Secretary and (4) Christopher Brady Borghese, Director of IT.. The initial Director(s) shall include the Founding Director(s) and other Director(s) who shall serve until the first annual meeting of the Board of Directors. 

7.4 Chairman of Board of Directors, President and Successors

The presiding Chairman of the Board of Directors / President shall hold the position of the Senior Pastor unless they assign the role to another of their choosing. He/she shall hold these positions in perpetuity and may not be voted out of these positions by the Board of Directors or by the members, if any. No decision by the Board of Directors shall be considered as a valid corporate act without approval of the Chairman of the Board. The only change in the Directors will be if he/she is found to not be exemplifying the Christian life as detailed in article 7.6. 

The position of Chairman shall always be held by the same person who is also the President. Any successor to these positions shall only be chosen by the existing Chairman/President, in accordance with his/her written instructions. In the event that the Chairman/President becomes unable to continue serving in those capacities, temporarily or permanently, and is unable to appoint a successor Chairman/President, then the Vice-President shall become the successor in those positions. If the Vice-President chooses not to assume those positions, or is otherwise unable to do so, the successor Chairman/President shall be elected by a majority of the other Directors. 

7.5 Successor and Additional Directors 

Successor Directors shall be appointed each year by the Chairman of the Board at the annual meeting of the Board. Directors may also be appointed at other times by the Chairman to fill a vacancy or if a decision is made to increase the number of Directors. Such persons must meet the qualifications of a Director under section 7.6 (d) below. Each person so appointed shall be a Director until his/her successor is appointed in like manner. 

7.6 Qualifications and Standards of Conduct of Directors 

(a) Directors shall act in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and in a manner the President reasonably believes to be in the best interests of the ministry. 

(b) In discharging the duties of a Director, a Director may rely on information, opinions, reports, or statements, including financial statements or other financial data, if prepared or presented by: 

(1) One or more officers, employees, or volunteers of the ministry whom the Director reasonably believes to be reliable and competent in the functions performed or the matters presented; 

(2) Legal counsel, public accountants, or other persons retained by the ministry as to matters involving skills or expertise the director reasonably believes are matters: 

(i) Within the particular person’s professional or expert competence; or 

(ii) As to which the particular person merits confidence; or 

(3) A committee of the board of which the Director is not a member, designated in accordance with provisions of the articles or bylaws, as to matters within its designated authority, if the Director reasonably believes the committee merits confidence.

       (c) Directors must also subscribe to the ministry’s Purpose and Statement of Faith. If the Church has members, Directors shall also be members. 

(d) Directors shall be people whose lives reflect the character qualities of leaders in Scripture, such as being: 

1. A mature disciple of Jesus, living a life of faith and obedience to God, who reads the Word regularly; 2. Filled with the Holy Spirit and wisdom; 
2. One whose life reflects fruit of the Spirit as set forth in Galatians.5:22-23: love, joy, peace, long-suffering, goodness, faithfulness, gentleness, and self-control; 
3. Humble, even-tempered, compassionate, servant-minded; 
4. If married, devoted to their spouse, who shall also be faithful and even-tempered, whose children, if any, are well-behaved; 6. Of tested character, good reputation, and well-respected within the community and among unbelievers; 7. One who prays regularly and fasts occasionally for spiritual purposes; 
5. Of excellent knowledge of the gospel message and ability to articulate it and respond effectively to those who oppose it or are seeking truth;
6. One who doesn’t store up wealth only for oneself, and is not greedy but practices generosity; 
7. One who does not indulge in excessive drinking, smoking or drug use. 

Other qualifications of Directors may be prescribed by the Board by an amendment to these Bylaws. 

7.7 Elders 

All Directors on the Board shall also be “Elders” as defined in Titus Chapter One of the Holy Bible. The President may also appoint others as Elders who meet the qualifications set forth in Titus 1 and 1 Timothy 3:1-7.

7.8 Meetings of the Board of Directors and Notice Requirements 

(a) Place of Meeting. The Board of Directors of the ministry may hold meetings, both regular and special, either within or outside the State of Washington, both in person and by telephone or electronically or virtually. 

(b) Notice 

(1) Regular Meetings. Regular meetings of the board may be held with or without notice as prescribed in the Articles or Bylaws. 

(2) Special Meetings. Special meetings of the board must be preceded by at least twenty-four hours’ notice of the date, time, and place of the meeting unless an acceptable urgency presents itself. The notice need not describe the purpose of the special meeting. 

(3) Oral notice of meetings of the Board may be given. 

(4) The President or the Secretary may call and give, or cause to be given, notice of a meeting of the board. 

(c) Waiver of Notice. Whenever any notice is required to be given to a Director under these Bylaws, the Articles of Incorporation or applicable Washington state law, a Director may waive notice. A waiver shall be deemed equivalent to the receipt of such notice. A waiver may be in the form of an electronic transmission from the person entitled to such notice, whether before or after the time stated therein, or by other means provided by state law. Neither the business to be transacted nor the purpose of any regular or special meeting of the Board need be specified in the waiver of notice of such meeting. 

The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business for the reason that the meeting is not lawfully called or convened. 

(d) Quorum and Required Presence of the Chairman. Unless amended in these Bylaws, at all meetings of the Board at least two-thirds of the Directors in office shall be necessary to constitute a quorum for the transaction of business. A Director who participates in any manner in accordance with Section 7.8(e) below shall be considered to be present. If a quorum is not present at any meeting of Directors, the Directors who are present may adjourn the meeting until a quorum shall be present. They may do so without notice other than making an announcement at the meeting. No meeting of the Board of Directors shall take place without the Chairman of the Board of Directors present. 

(e) Meetings by Telephone or Electronically or Virtually. Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of a conference telephone, video conferencing or other electronic communications equipment so long as all participants can hear each other. Participation by such means shall constitute presence in person at a meeting. For any meeting at which one or more directors may participate by means of remote communication, notice of the

meeting must be delivered to each director by a means which the director has authorized and provide complete instructions for participating in the meeting by remote communication. 

(f) Manner of Acting. The act of the majority of the Directors present at a meeting at which there is a quorum shall constitute the act of the Board, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or applicable Washington state law. 

(g) Presumption of Assent. A Director of the ministry present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless: 

1. His/Her dissent or abstention is entered in the minutes of the meeting; 
2. Such Director files a written dissent or abstention to such action with the person acting as secretary of the meeting before the adjournment thereof, or 
3. Forwards such dissent or abstention by registered mail to the Secretary of the ministry immediately after the adjournment of the meeting. 

(h) Action by Board Without Meeting. Any action which could be taken at a meeting of the Board may be taken without a meeting if a consent in the form of a record clearly sets forth the action to be taken, and is executed by all the Directors. Any such record shall be inserted in the minute book as if it were the minutes of a Board meeting. For purpose of this Section, “record” means information inscribed on a tangible medium or contained in an electronic transmission. 

7.9 Resignation of a Director 

A Director may resign at any time by delivering written notice to the President at the registered office of ministry, or by giving oral or written notice at any meeting of the Directors. The resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof. Unless otherwise specified in the notice, it is not necessary for the resignation to be accepted in order to be effective. 

7.10 Removal of a Director 

A Director appointed by the Chairman of the Board may be removed from office with or without cause by the Chairman. ARTICLE 8. BOARD COMMITTEES 

8.1 Standing or Temporary Committees 

By resolution adopted by a majority of the Directors, the Board of Directors may designate and appoint one or more standing or temporary committees. Each committee shall consist of two or more people, including at least one Director. Committees shall have and exercise the authority of the Directors in the management of the ministry, subject to such limitations as may be prescribed by the Board or required by applicable Washington state law. 

However, no committee shall have the authority to: (a) amend, alter or repeal these Bylaws; (b) elect, appoint or remove any member of any other committee or any Director or Officer of the ministry; (c) amend the Articles of Incorporation; (d) adopt a plan of merger or consolidation with another ministry; (e) authorize the sale, lease, or exchange of all or substantially all of the property and assets of the ministry not in the ordinary course of business; (f) authorize the voluntary dissolution of the ministry or revoke proceedings therefor; (g) adopt a plan for the distribution of the assets of the ministry; or (h) amend, alter or repeal any resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by a committee. 

The decisions and recommendations of any Committee shall not be binding on the ministry, but shall be submitted to the President for consideration and approval. 

The appointment of any such committee and the authority delegated to it shall not relieve the Board or any individual Director of any responsibility imposed upon it, him or her by these Bylaws, the Articles of Incorporation or by state law. 

8.2 Quorum; Manner of Acting 

A majority of committee members shall constitute a quorum, and the act of a majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee, provided that at least one Director must be present as part of the quorum. 

8.3 Resignation of a Committee Member 

Any member of any committee may resign at any time by delivering written notice thereof to one of the Directors of such committee, or by giving oral or written notice at any meeting of such committee. The resignation shall take effect at the time specified therein or, if the time is not specified, upon delivery thereof. Unless otherwise specified in the notice, it is not necessary for the resignation to be accepted in order to be effective. 

8.4 Removal of Committee Member 

By resolution adopted by a majority of the Directors in office, the Board may remove from office any member of any committee elected or appointed by it with the final approval of the President 

ARTICLE 9. OFFICERS 

9.1 Number and Manner of Appointment of Officers 

The Officers of the ministry shall be a President, a Vice President, a Secretary and a Treasurer, each of whom shall be appointed by the President/Chairman of the Board. Other Officers and assistant Officers may be appointed by the President. The term, authority and duties of such Officers and assistant Officers will be as provided in these Bylaws or by resolution of the Board. Any Officer or assistant Officer may be assigned by the Board any additional title that the Board deems appropriate. Any two or more offices may be held by the same person, except the offices of President and Secretary. All Officers (except Assistant Officers) must be Directors of the ministry. 

9.2 Term of Office of an Officer 

Unless an Officer dies, resigns, or is removed from office, he or she shall hold office until his/her successor is appointed. 

9.3 Resignation of an Officer 

Any Officer may resign at any time by delivering written notice to the President, the Vice President, the Secretary or the Board of Directors, or by giving oral or written notice at any meeting of the Board. Any such resignation shall take effect at the time specified therein or, if the time is not specified, upon delivery thereof. Unless otherwise specified in the notice, it is not necessary for the resignation to be accepted in order to be effective. 

9.4 Removal of an Officer 

Any Officer appointed by the Chairman of the Board may be removed by the Chairman with or without cause, and any Officers (including Assistant Officers) appointed by the President may be removed by the President, with or without cause. However, the removal of any such person shall not adversely affect any contract rights he/she may have. 

9.5 Vacancies 

Subject to the provision of Section 7.4 regarding the position of President, a vacancy in the office of Vice-President, Secretary or Treasurer shall be filled by the Chairman of the Board. Vacancies in any other Officer or Assistant Officer positions, or a newly created Officer or Assistant Officer position shall be filled by the President. 

9.6 President 

The President shall be the Chief Executive Officer of the ministry. He/she shall hold his/her position perpetually and may not be voted out of office by successor Directors or, if applicable, by members who are entitled to vote. In general, the President shall perform all duties incident to the office of President and such other duties as the Board may assign from time to time. He/she shall supervise and control all of the assets, business and affairs of the ministry, and shall preside over meetings of the Board. 

The President is authorized to open bank accounts at any banking institution of his/her choice without approval by the Board, and may sign deeds, mortgages, bonds, contracts, or other instruments approved by the Board in situations where Board approval of such transactions is required by these Bylaws, except when the signing has been expressly delegated by the Board or by these Bylaws to some other Officer or agent of the ministry or is required by law to be signed or executed by some other Officer or in some other manner. 

The President may appoint such other Officers and agents as he/she shall deem necessary to carry out the purposes of ministry, and they shall hold their offices for such duties as shall be determined from time to time by the President. 

The Chairman/President of the ministry on the adoption of these bylaws is Chris Borghese

9.7 Vice-President 

The Vice-President shall preside over meetings of the Board in the absence of the President, and shall be authorized to exercise the duties and powers of the President when the President is unable to do so, as determined by the President him/herself, or otherwise by the Board. 

A Vice-President’s role shall be to assist the President in any and all functions requested by the President that he/she deems necessary or appropriate to carry out the executive functions of the ministry. By way of example, assignments may include such functions or roles as: 

1. oversight or leadership of any programs or ministries within the church;
2. development of new programs, ministries or outreaches; 
3. supervision of volunteers or other teams to assist the staff; 
4. responsibility or oversight for maintenance of church property; 
5. carrying out pastoral care functions, such as home or hospital visitations; or 
6. counseling (pre-marital, marital, divorce, grief, or other issues) or oversight of same 

The Vice-President of the ministry on the adoption of these bylaws is Tara Borghese

9.8 Secretary & Assistant Secretaries 

The Secretary shall attend all meetings of the Board of Directors, in person, by conference call, video conference or any other workable means. He/she shall record all of the proceedings of the Board of Directors in an electronic computerized option and/or book to be kept for that purpose and ensure that all records are kept at the main office, physically and/or electronically. The Secretary shall perform other duties as assigned. He/she may give, or cause to given, notice of all meetings of the Board of Directors, and shall be under the supervision of the President. 

9.9 Treasurer & Assistant Treasurer 

(a) The Treasurer shall have oversight of the ministry funds and securities donated to the ministry, to make sure that full and accurate accounts of donations, receipts and disbursements are kept in books belonging to the ministry. The Treasurer shall also verify the issuance of receipts of donations to donors with sufficient information for the donor to claim any tax deductions he/she may be entitled to. 

The Treasurer shall perform all of the duty’s incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Vice President. 

(b) Bookkeeping. The Treasurer’s duties may be done in conjunction with a person or entity chosen by the President to provide bookkeeping services to maintain the daily financial records of the ministry. However, even if such other person or entity is involved in maintaining the daily financial records, the Treasurer is still fully responsible to assure proper handling of all funds and securities and reporting to the Board. 

(d) Reports. The Treasurer shall provide the Board an account of all his/her transactions as Treasurer and of the financial conditions of the ministry, at Board meetings and at other times requested by the Board. 

(e) Bond. If required by the Board, he/she shall give the ministry a bond in such sum and with such surety or sureties satisfactory to the Board for the faithful performance of his/her duties. 

(d) Return of Corporate Records. Upon the Treasurer’s resignation, retirement or removal from office, he/she shall relinquish control of and return all books, papers, vouchers, receipts, money and other property of whatever kind in his/her possession or under his/her control belonging to the ministry. 

(e) Assistant Treasurer. In the absence or disability of the Treasurer, the duties and powers of the Treasurer shall be performed and exercised by the Assistant Treasurer, or other person assigned by the President or the Chairman. He/she/they shall also perform such other duties and exercise such other powers as the Chairman or President may prescribe. 

9.10 Salaries 

The salaries, if any, of the Officers and agents shall be determined by the President, but shall be subject to approval by the Board of Directors in accordance with the relevant terms of Article 7. 

Article 10: Board of Advisors

10.01 Purpose. The purpose of this Article is to provide spiritual accountability and business advice Founding Members (Directors) when needed. They will provide advice to the board in matters of importance to them. In addition, advisors will provide advice and detail the sole method of removing any of the Directors if any of the founding members fall into reproach as to be spiritually unfit to lead the ministry and are unwilling to leave on their own accord. 

The Board of Advisors serves at the discretion of the Board of Directors as a form of spiritual accountability for the Directors. The Board of Advisors provide wisdom, insight and direction to matters related to the ministries beliefs and how the Directors live them out, ensuring that the ministries biblical beliefs and convictions are held in esteem. The Director’s may seek recommendations and godly counsel from the Board of Advisors. However, in instances in which there is a dispute or controversy involving and of the Directors that could reasonably result in a disciplinary action against any of the Directors including, but not limited to, termination, the Board of Directors may refer all such disputes or complaints to the Board of Advisors. The Board of Advisors shall have authority to investigate any such charges and to make recommendations to the Board of Directors, up to and including removal of the Directors if justified according to the standards set forth under Article 11.10. 

The Board of Advisors may also investigate any other matters referred to it by the Board of Directors, interview all appropriate witnesses or parties to a dispute, attempt to direct or foster a settlement of such disputes or controversies, and failing in that, make recommendations for further action by the Board of Directors.

10.02 Qualifications of Members. The Board of Advisors shall consist of certain experienced clergy from outside of the Church who are biblically qualified under 1 Tim. 3:2-7: 

“Here is a trustworthy saying: Whoever aspires to be an overseer desires a noble task. Now the overseer is to be above reproach, faithful to his wife, temperate, self- controlled, respectable, hospitable, able to teach, not given to drunkenness, not violent but gentle, not quarrelsome, not a lover of money. He must manage his own family well and see that his children obey him, and he must do so in a manner worthy of full respect. (If anyone does not know how to manage his own family, how can he take care of God’s church?) He must not be a recent convert, or he may become conceited and fall under the same judgment as the devil. He must also have a good reputation with outsiders, so that he will not fall into disgrace and into the devil’s trap. 

“” 

No member of the Board of Advisors shall be a member, officer or Board of Director of the ministry; provided that, the Board of Advisors may have one (1) honorary, non-voting member who is a member, officer or Board of Director of the Ministry.

10:03 Number and Term of Office. The total number of members on the Board of Advisors shall not be less than three (3) nor more than nine (9). The term of office of all the members of the Board of Advisors shall be one year; however, such members may serve consecutive terms without limitation. 

10.04 Nomination and Election. All members of the Board of Advisors shall be nominated and elected by a majority vote of the Board of Directors; provided that, in accordance with Article 8.04, the Chairman of the Board of Directors shall, in his/her sole discretion, be empowered to veto any the election or appointment of any individual(s) to the Board of Advisors. 

The Board of Advisors of the Ministry on the date of adoption of these Bylaws are: 

Advisor: 

1. David & Julie Smith, Pflugerville, TX
2. John & Melissa Fanning, Cedar Park, TX
3. David & Victoria Glass, Leander, TX
4. Benjamin & Janine Jacobson, Austin, TX

10.05 Actions of Board of Advisors. The Board of Advisors will each have their own expertise that the board will rely upon for wisdom and direction. However, the board reserves the right to not take the advise.

Any approved recommendation by the Board of Advisors to discipline or remove any Director, must be delivered, in writing, to the Board of Directors. 

10.06 Meetings. Regular or special meetings of the Board of Advisors shall be held in the same manner as the regular and special meetings of the Board of Directors as outlined in Article 8.09; provided, however, that the regular meetings of the Board of Directors shall not have an established date or time. 

10.07 Quorum. A majority of the number of Board of Advisors then on the Board of Advisors shall constitute a quorum for the transaction of business at any meeting of the Board of Advisors. The Advisors present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough Advisors leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of Advisors in attendance required to constitute a quorum. If a quorum is present at no time during a meeting, a majority of the Trustees present may adjourn and reconvene the meeting one time without further notice. 

10.08 No Liability. The Board of Advisors shall have no liability for the actions of the Ministry.

10.09 Termination of Board and Removal of Members. The Board of Advisors will serve as long as the Directors feel they are meeting, serving and filling their role in the mission of the ministry. The Advisory board can eliminate themselves as they wish by letting the Directors know via an email that no longer wish to serve the ministry. 

ARTICLE 11 

BOARD OF TRUSTEES 

11.01 Purpose. The purpose of the Board of Trustees is to oversee the annual budget to make sure it remains within set parameters, to retain financial accountability and aid in ensuring the best decisions are made concerning finances. 

11.02 Qualification. Trustees must meet the qualifications for Elders set forth in 1 Timothy 3:1-7 and Titus 1:5-9, and Trustees must actively tithe to the Church in accordance with Malachi 3:10. 

11.03 Number and Term of Office. The total number of members on the Board of Trustees shall not be less than three (3) nor more than nine (9). Trustees will serve a one (1) year term that will be up for renewal each calendar year on or about January 1st. There is no limit to how many terms a member can serve. 

11.04 Nomination and Election. All members of the Board of Trustees shall be nominated and elected by a majority vote of the Board of Directors in coordination with the existing members of the Board of Trustees; provided that, in accordance with Article 8.04, the Chairman of the Board of Directors shall, in his sole discretion, be empowered to veto any the election or appointment of any individual(s) to the Board of Trustees. The Chairman of the Board of Directors shall appoint the Chairman and Co-Chairman of the Trustees from among the elected Trustees. 

11.05 Vote on Financial Matters. The Board of Trustees shall vote on financial matters related to the annual budget and other major financial commitments (not day to day operations) of the ministry submitted to the Board of Trustees by the Board of Directors. Such financial matters include, but are not limited to, buying, selling, mortgaging, pledging or encumbering any minstry property and incurring related indebtedness. The Board of Trustees is prohibited from establishing its own agenda.

Trustees are not officer positions within the minsitry and have no authority to vote on any corporate matters outside of the financial questions submitted to the Board of Trustees by the Board of Directors. 

11.06 Budget Parameters. 

The following is the current set parameters of the budget once the ministry starts producing over $100,000 per month of revenue (which includes donations). 

Thirty–three percent (33%) to operations, which includes software, printing, social media, video recordings, studio setups for podcasts, etc.

Thirty-three percent (33%) to staffing which includes salaries, and healthcare and other benefits. 

Thirty-four percent (34%) to 3M which includes ten percent (10%) to scholarships and other ministry opportunities , ten percent (10%) to margin ten percent (10%) to missions, and the remaining four percent (4%) can be allocated as desired by the Board of Directors. 

The Ministry shall establish the budget for the following year based off of ninety percent (90%) of the budget for the current year. 

(b) Trustees can vote for reallocating up to an additional three percent (3%) of each parameter category to a different allocation; provided that, the Trustees may reallocate percentages above three percent (3%) upon the recommendation of the Board of Directors. They can do this for up to three (3) years before having to revote. However, the vote is up for review each year should they decide to take it away. 

11.07 Actions of Board of Trustees. The Board of Trustees shall try to act by consensus. However, the vote of a majority of the Trustees present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Board of Trustees unless the act of a greater number is required by law or the bylaws. A Trustee who is present at a meeting and abstains from a vote is considered to be present and voting for the purpose of determining the decision of the Board of Trustee. 

11.08 Meetings. Regular or special meetings of the Board of Trustees shall be held in the same manner as the regular and special meetings of the Board of Directors as outlined in Article 8.10; provided, however, that the regular meetings of the Board of Trustees shall occur quarterly, without an established date. 

The Chairman of the Board of Directors and the Treasurer of the ministry must be present at each meeting of the Board of Trustees as non-voting participants. 

11.09 Quorum. A majority of the number of Trustees then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Trustees. The Trustees present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough Trustees leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of Trustees in attendance required to constitute a quorum. If a quorum is present at no time during a meeting, a majority of the Trustees present may adjourn and reconvene the meeting one time without further notice. 

11.10 Termination of Board and Removal of Members. The Board of Trustees may not be dissolved and no member of the Board of Trustees may be removed or replaced during the pendency of a vote on any financial matter. Otherwise, a member of the Board of Trustees may be removed or replaced, with or without cause, by a majority vote of the members of the Board of Directors; provided that, in accordance with Article 8.04, the Chairman shall, in his sole discretion, 

be empowered to veto any the vote to remove any individual(s) to the Board of Trustees. Not more than one (1) Trustee may be removed without cause from the Board of Trustees each year.

11.11 No Liability. The Board of Trustees shall have no liability for the actions of the board.

ARTICLE 12. INTERESTS OF DIRECTORS OR OFFICERS 

12.1 Conflict of Interest 

Directors and Officers shall disclose to the Board or committee members any information not already known by them but known to the Director to be material to the discharge of their decision-making or oversight functions. This includes but is not limited to any financial interest or other possible conflict of interest which the Director or Officer has directly or indirectly in any person or entity which is a party to a transaction under consideration by the Board. 

12.2 Review of Certain Transactions 

Prior to entering into any compensation agreement, contract for goods or services, or any other transaction with any person who is in a position to exercise influence over the affairs of the ministry, the Board shall establish that the proposed transaction is

reasonable and fair when compared with a similarly situated organization for functionally comparable positions, goods or services rendered. 

12.3 Conditions Upon Which Transactions Involving Directors and Officers May Be Approved 

When a contract or transaction is being considered by the Board that is between the Ministry and a Director or Officer, or between the Ministry and any other entity in which one or more of its Directors or Officers is/are also a Director or Officer of this ministry, or in which such Directors or Officers have a financial interest, the following applies: such contracts or transactions shall not be void or voidable solely because of such interest of the Director or Officer, or solely because the Director or Officer is present or participates in the meeting of the Board which authorizes the contract or transaction. or solely because his/her or their votes are counted for such purpose, if: 

(a) The material facts as to his/her interest and as to the contract or transaction are disclosed or known to the Board of Directors and the Chairman of the Board in good faith authorizes the contract or transaction; or 

(b) The contract or transaction is fair as to the Ministry as of the time it is authorized, approved or ratified, by the Chairman of the Board of Directors. 

12.4 Counting an Interested Director for Quorum Purposes 

A Director who has an interest in a transaction or other matter as described above may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes a contract or transaction in accordance with this Article. 

ARTICLE 13. STATEMENTS ON SOCIETAL ISSUES AND CONCERNS 

13.1 Marriage and Sexuality Defined. 

We believe the term “marriage” has only one meaning and that is marriage sanctioned by God which joins one man who was biologically born male and one woman who was biologically born female in a single, exclusive union, as described in the Bible (Gen. 2:18-25). We believe that God intends sexual intimacy to only occur between a man and a woman who are married to each other. We believe that God commanded that no intimate sexual activity be engaged in outside of marriage between a man and a woman (1 Cor. 7)

We believe that any form of sexual immorality, such as adultery, fornication, homosexuality, bisexual conduct, bestiality, incest, pornography or any attempt to change one’s sex, or disagreement with one’s biological sex, is sinful and offensive to God and can be forgiven and the soul of that person redeemed by the removal of sin available to all of mankind through Jesus Christ and his completed work through His death, burial and resurrection. 

Testimony of the God-breathed Holy Scriptures is that the marriage covenant shall be reserved only for one God-created man with one God-created woman. It was our Creator, the Lord God, who decided the man should not be alone, who specifically fashioned the woman as the suitable helper for the man, who literally made the woman from a part of the man and in the woman made the man complete, who designed sexual union to be with a husband cleaving to his wife as one flesh, who bestowed his divine blessing upon the unity of a man and a woman, who gave the man and the woman the ability to fulfill his charge to be fruitful and multiply and replenish the earth, and who ordained the pattern for human existence that a man and a woman would pair up and cleave to each other in one flesh. No other relationship can ever be the holy unity between one God-created man and one God-created woman established by our Creator, which the Apostle Paul frequently compared to the holy unity of Christ and the church, and man has no authority to alter the divine order of the unity between one God-created man and one God-created woman. (See Gen. 2:18-24; 1:27- 28; Matt. 19:4-6; Eph. 5: 23, 25, 31-32.) 

God’s design for the gift of sexuality, and the divinely prescribed boundaries for the expression thereof, is covered clearly in the Holy Scriptures, which is limited to be exercised and enjoyed only within the covenant relationship of marriage between one God-created man with one God-created woman. It is God’s intention that those who enter marriage shall seek, in mutual love and respect, to live, one God-created man and one God-created woman, in Christian fidelity as long as both shall live. God has expressly condemned sexual intercourse outside of the marriage covenant. This prohibition applies to married persons committing adultery, to sexual relationships between unmarried men and women, to homosexual practices (because, according to 1 Corinthians 6:9, God’s order intends the sexual relationship to be between God-created male and God-created female), and all forms of fornication. It is God’s expectation that the unmarried shall live pure and celibate lives, refraining from sexual intimacy. Furthermore, it is God’s design that gender is assigned by God at conception and evident at birth, and the Scripture does not permit an individual to alter their sexual identity physically or otherwise. Consistent with the 

Church’s sincerely held religious beliefs concerning gender and sexuality, gender-specific bathroom facilities shall only be utilized consistent with the gender assigned by God at conception and evident at birth, irrespective of whether it is the gender an individual identifies with. (See Gen 1:26-27, 2:18-24; 1 Cor. 6:18; 1 Thes. 4:3; Rom. 1:26-27; Prov. 5:3-5, 7:21-27, 8-13; Gal. 5:19; Exodus 20:14; Deut. 5:18; Matt. 5:27, 19:18; Luke 18:20; Rom. 13:9; James 2:11; Lev. 20:10-21;1 Cor. 10:8; 6:18; Jude 7.) 

13.2 Policy Regarding Employment Requirements. 

In order to preserve the function and integrity of the church as the local Body of Christ, and to provide a Biblical role model to church members, attendees and the community, it is imperative that all persons employed by or representing the church in any capacity, including those who serve as volunteers, agree to and abide by the Statement on Marriage and Sexuality and conduct themselves accordingly. We believe that God offers redemption and restoration to all who confess and forsake their sin, seeking His mercy and forgiveness through Jesus Christ. We believe that every person must be afforded compassion, love, kindness, respect and dignity. Hateful and harassing behavior or attitudes directed toward any individual are to be repudiated and are not in accord with Scripture or the doctrines of the church. 

13.3 Care of the Human Body 

We believe that the body is the temple of the Holy Spirit, who has been given to us by God (2 Corinthians 6:19-20). We are individually accountable to God for our bodies and each of us holds ourselves responsible for the care of our bodies to be in alignment with His will. We believe the Word of God that states life begins at conception and is a gift from God (Psalm 139:13-16) and many vaccines/inoculations violate this belief. 

Many vaccines/inoculations as proven by ingredients list and scientific discovery contain aborted fetal tissue, corrupted DNA, mRNA, blood and organs from other humans and animals that are harvested through abortion, poisonous metals and chemicals that cause cancer, autoimmune disease, autism and even death. 

In response to this strongly held belief system, with the current education available regarding vaccines/inoculations, we have come to believe that products administered through injection, often called vaccines, do not comply with this belief system and our position is to not comply with any mandate or medical decision that violates our belief system and the knowledge regarding the moral, ethical and Biblical violations that many vaccines/inoculations by ingredients violate. 

13.4 Statement on Mask Mandates.

Studies demonstrate undesirable and negative side effects are produced by mask mandates. A statistically significant correlation of the observed adverse effect of hypoxia and the symptom of fatigue exists from wearing masks. Both healthy and sick people can experience Mask-Induced Exhaustion Syndrome (MIES), with typical changes and symptoms that are often observed in combination, such as an increase in breathing dead space volume, increase in breathing resistance, increase in blood carbon, decrease in blood oxygen saturation, increase in heart rate, increase in blood pressure, decrease in cardiopulmonary capacity, increase in respiratory rate, shortness of breath and difficulty breathing, headache, dizziness, feeling hot and clammy, decreased ability to concentrate, decreased ability to think, drowsiness, decrease in empathy perception, impaired skin barrier function with itching, acne, skin lesions and irritation, overall perceived fatigue and exhaustion. 

Extended mask-wearing has the potential to cause a chronic sympathetic stress response induced by blood gas modifications and controlled by brain centers. This in turn induces and triggers immune suppression and metabolic syndrome with cardiovascular and neurological diseases. Children are a vulnerable group that would face the longest and, thus, most profound consequences of a potentially risky mask use. 

The World Health Organization (WHO) definition of health: “health is a state of complete physical, mental and social well-being and not merely the absence of disease or infirmity.” Mask mandates conflict with an individual’s health. Mask-related changes in respiratory physiology can have an adverse effect on the wearer’s blood gases sub-clinically and in some cases also clinically manifest and, therefore, have a negative effect on the basis of all aerobic life, external and internal respiration, with an influence on a wide variety of organ systems and metabolic processes with physical, psychological and social consequences for the individual human being. 

We believe that every person is afforded the opportunity to make decisions regarding their own health. Our position is to not comply with any mask mandate or medical decision that violates our belief system. (Reference: National Library of Medicine) 

13.5 Statement on the Sanctity of Human Life. 

Human life is created by God and is good. Since we are uniquely created in the image of God (Genesis 1:27) and formed by God (Genesis 2:7; Job 33:4; Psalm 139:13–16), we hold to the sanctity of all human life (Genesis 9:6; Matthew 6:26). Human life begins at conception (Psalm 139:13–16; Jeremiah 1:4–5). It also lasts beyond death into eternity (John 5:28–29; 1 Corinthians 15:51–52; 2 Corinthians 5:8–10). Our position is that God gives life and breath to everyone (Acts 17:25), calling us to value equally the dignity of every individual life in its entirety, born and unborn, which compels us to love and have compassion for all peoples of the world (2 Corinthians 5:14–15). We do not support the act of abortion. 

Sin affects every aspect of human life (Genesis 6:5; Jeremiah 17:9; Romans 5:12) and devalues life (Amos 2:6–7; James 2:1–4; Galatians 5:14–15). God exposes and condemns these distortions through the life-affirming nature of the Law, as seen in the Ten Commandments that prohibit life-denying practices (Exodus 20:1–17). This degrading of human life leads to dehumanizing practices (e.g., abortion, racism, injustice, abuse, suicide, human trafficking, genocide, murder, and euthanasia). Since each person is made in the image of God, we oppose and grieve such practices. 

Our life-giving mission is to proclaim Jesus in word and deed to the whole world (2 Corinthians 5:20; James 1:27). As our Savior, Sanctifier, Healer, and Coming King, Jesus brings new and abundant life (John 3:3, 10:10; 2 Corinthians 5:17), which transforms our distorted view of human life (2 Corinthians 5:16; Romans 12:2). We affirm the dignity of all people, especially the vulnerable and overlooked (e.g., the unborn, foreigners, the mentally ill, the poor, the elderly, widows, orphans, and the incarcerated (Exodus 23:9; Matthew 25:36, 40; James 1:27, 2:1–4; Hebrews 13:3). As the Church, we proclaim Christ by making disciples, and we express His love by caring for people (e.g., disaster relief, refugee care, assistance for individuals with disabilities, foster care and adoption, community development, and elder care). At every opportunity, we seek to be peacemakers in our world (Matthew 5:9; Romans 12:18). 

We advocate for those who cannot speak for themselves (Proverbs 31:8–9; Matthew 25:45), protecting and honoring all human life. We affirm the value of every person from the womb to the end of earthly life, without exception. Therefore, the gift of life should be cherished and not taken prematurely. For the terminally ill, the ability to extend life artificially does not create a moral imperative to extend it indefinitely. Such decisions call for discernment as well as trust in the providence of our God. Ultimately, God is the giver of life and numbers our days (Deuteronomy 32:39; Psalm 139:16; Acts 17:25–26). 

Our hope for final victory over death is Jesus! Since Jesus rose from the dead and will return to restore all righteousness (Matthew 24:30; Titus 2:13–14), all will rise bodily from the dead and those who trust in Christ will live with Him forever (John 5:28–29; 1 Corinthians 15:20–24; 1 Thessalonians 4:13–18). Life, not death, will ultimately prevail, and Jesus will wipe away every tear from our eyes (Revelation 21:4), fully vindicating the sanctity of life (Revelation 22:1–5). 

13.6 Statement on Drug, Alcohol and General Addiction. 

With addiction, one opts for the most expedient answer to the desires of the flesh. Comfort becomes the aim with addiction, no matter the consequence. This problem is heightened over time and substance use inflames the flesh with cravings and physical discomfort. The attraction is both psychological (relief) and physiological, both of which are spiritually divided from the Lord. One’s flesh reigns as it is now fueled with the toxins of alcohol, tobacco, drugs, sugar, etc and without transformation, one can only manage their illness of addiction rather than resolve the root of their addiction. 

Paul wrote: For those who live according to the flesh set their minds on the things of the flesh, but those who live according to the Spirit, the things of the Spirit. For to be carnally minded is death, but to be spiritually minded is life and peace. Because the carnal mind

is enmity against God; for it is not subject to the law of God, nor indeed can be. So then, those who are in the flesh cannot please God (Rom. 8:5-8). But put on the Lord Jesus Christ, and make no provision for the flesh, to fulfill its lusts (Rom. 13:14). Now the works of the flesh are evident… (Gal. 5:19) and no matter the focus of one’s misplaced worship and idolatry, it offers a lifeless, powerless substitute for the workings of Jesus Christ and eventually drains the capacities of man. (Ps. 115:5-8). This is the maddening element of dependency: the repetitive return to a source that not only fails to edify, but in fact destroys the body, mind, soul, and spirit. 

Many secular programs teach a very simplistic pattern of abstinence. The prevailing message of secular treatment programs, psychologists and therapists is a focus on “disease” (disorder, brain imbalance, character flaw of childhood, poor genetics, etc.) that can never be cured. Members or patients of these programs are taught that for the rest of their lives they will have to manage and control the illness either with medication and/or through abstinence: the avoidance of contact with the object of addiction. Further, they are taught that they will always be inclined to abuse (i.e. alcohol, use drugs, act out sexually, view pornography, etc.) because they believe this issue is imbedded in each person and although one can be sober (straight, keep boundaries, etc.) that one will never be free. True freedom is indeed absent in a secular model. 

But the message of the cross is one of sufficiency, power, grace, and reconciliation! An abiding, worshipful relationship with Christ (John 15:5) is a gift that modifies the essence of who we are and how we live. No longer flesh only; the believer is flesh and Spirit. He/She has a power unavailable to the rest of the world; an ever present Helper, Comforter, Counselor, and Truth. Our belief is that we, as Christ followers, are not subject to bondage in this world because Christ has overcome the world (1 John 5:4). 

Sin dependency of this type is paradoxically self-serving and self-destructive. Alcohol, drug abuse, pornography obsession, relationship dependency and chronic personality problems, eating disorders, abusive and/or homicidal situations; chaotic and excessive spending, gambling, etc. all leads one to be carried away by his/her own desires (James 1:14-15) and the outcome is progressive deterioration that can only be interrupted by true repentance. This destruction requires direct and firm biblical attention. One must be willing to wade into the waters of chaos for the cause of Jesus Christ and avoid the dependence upon the excuses of various medical, genetic, and environmental explanations. These explanations are detrimental to the counselee and do nothing to convey love or truth. We also realize that in the cases of drug or alcohol dependency, the outcome can be medical concerns. Therefore, partnering properly with the medical community to evaluate medical risks is appropriate. 

When we speak of life according to the Spirit that allows us to “put off” our previous conduct and lust (Eph. 4:20-24), we are addressing the enduring elements of life lived in the light of Christ. We believe it is not a determined position of willpower we promote, but a submitted, trusting, worshipful, and empowered union with the Lord; from which proceeds discipline, abstinence, self-control, sound mind, and the capacity to “make no provision for the flesh.” 

We cannot help the dependent person by promoting containment and strength when they are depleted, hungry, thirsty, and lost. We believe that the promise of peace is of little comfort to those in such a state of dependency; but the experience of peace through the sustenance of Christ will build hope, endurance, love, and obedience. Certain individuals can remain “free” of behavioral contact with the source of their dependency through some version of willful avoidance. But, under this scenario they are still slaves who have temporarily escaped their captors, wondering when they will be reclaimed. Once claimed and known by the Lord Jesus, they are “free indeed” (John 8:36) and “…no one can snatch them” (John 10:28) out of His hand. 

In a society which tolerates, makes lawful and even promotes drug use, addiction is a growing menace. We believe in the importance of seeking to be influential by example, voice and stewardship of resources in calling the attention to the damage society is suffering because of the continued promotion and distribution of addictive substances like drugs and alcohol. We believe in the importance of coming alongside the broken and freeing them through a relationship with Christ. “Our bodies are the Temple of the Holy Ghost” and we “should glorify God” in our bodies (1 Corinthians 6:19,20). Our belief is that we must endeavor to be the best, physically and mentally, through word, deed and example in order that we may enjoy His fellowship and glorify His name. 

13.7 US Constitution and the Free Church. 

The First Amendment of the United States Constitution protects the right to freedom of religion and freedom of expression from government interference. It prohibits any laws that establish a national religion, impede the free exercise of religion, abridge the freedom of speech, infringe upon the freedom of the press, interfere with the right to peaceably assemble, or prohibit citizens from petitioning for a governmental redress of grievances. 

Our church embraces her New Testament, First Amendment freedom and is gloriously backed and not ruled by law. Internal Revenue Code § 508(c)(1)(A) supports the First Amendment rights by reinforcing that the church is an exception (not exemption) to government approval. This exception empowers and demonstrates: 

1. The wisdom embodied in the First Amendment which recognized that the civil government is not qualified to “make [any] law regarding an establishment of religion, or [to prevent] the free exercise thereof.” 
2. The church is a spiritual entity, the only spiritual institution ordained by God; the state is an earthly entity ordained by God to operate only within its God-given earthly jurisdiction; and that neither the church nor state should be over the other, but God should be over both.
3. That the federal government (and the states) can not violate the First Amendment because the church is a private, faith-based, tax-free exception to federal oversight. The church is reinforced as such by the IRC and its leaders reinforced and empowered by the incorporation process. 
4. Most importantly, that churches have not abdicated their responsibility to honor their husband, the Lord Jesus Christ. The state has officially separated itself and rendered unto God the church which is indeed among the things that are God’s (Mark 12:17). 

13.8 The Right to Assembly. 

It is clear in Scripture that God requires his people to gather together. For if we cannot go out or gather, then we are unable to: 1. Be the church (the ekklesia) which literally means “the gathering” or “the assembly.” Thayer’s Greek Lexicon defines ekklesia as “a gathering of citizens called out from their homes into some public place.” The ekklesia is a building-less mobile people movement designed to operate 24/7 in the marketplace for the purpose of having an impact on everybody and everything. Our position is to not comply with any bans on gathering, going out, interacting with others or curfews disallowing ekklesia. 

2. Meet together for the purpose of mutual love and encouragement (Hebrews 10:24-25) 
3. Fully live out the one-another commands found in the Epistles (Ephesians 4:25, 5:19; Galatians 5:13, 6:2; Romans 15:7, 16:16) 4. Follow the example of the church in Acts. The authorities banned Christians from speaking or teaching to anyone in the name of Jesus (Acts 4:17-18), let alone assembling for public worship. Despite this, the early Christians continued to spread the Gospel. (Acts 2:1, 46-47, 4:31, 6:5, 12:12, 14:27, 20:7) 
4. Properly partake of the Lord’s Supper (1 Cor. 11:17, 18, 20, 33, 34) 
5. Follow through with the final step of the church discipline process (1 Corinthians 5:4, 14:23, 26) 
6. Be adequately shepherded by our elders (1 Peter 5:2) 
7. Live out the corporate nature of the church / gathering a. a flock (Luke 12:32, John 10:16, Acts 20:28, 1 Peter 5:2-3) b. the bride of Christ (Ephesians 5, Revelation 19:7, Revelation 21:2,9) 
8. a holy temple (Ephesians 2:21) 
9. one body made up of many different members (1 Corinthians 12, Romans 12, Ephesians 4-5) 
10. the family of God (Galatians 6:10, 1 Timothy 5:1) 
11. Disciple believers in the context of a local assembly (Matthew 28:18-20) 

An assembly ban is not just a ban on meeting together. It’s (indirectly) a ban on so much more. It’s a ban on ekklesia. It’s a ban on shepherding. It’s a ban on the Lord’s Supper. It’s a ban on relationship. It’s a ban on church discipline. It’s a ban on church. Churches may voluntarily choose to (temporarily) suspend worship services out of love for neighbor and in obedience, but their rationale for doing so should be the desire to preserve human life, not simply the desire to obey the government over God’s command to gather. In addition to the fact that the 1st Amendment of the Constitution prohibits any laws interfering with the right to peaceably assemble, our position is to follow the Lord (which includes noncompliance if decided) with respect to any bans on gathering, going out, interacting with others or curfews disallowing ekklesia. 

ARTICLE 14. ADMINISTRATIVE AND FINANCIAL PROVISIONS 

14.1 Loans and Borrowing in General 

Except for credit cards to be used for expenses on behalf of the ministry, and purchases made from designated funds for specific purposes such as a car or real estate to be used for the benefit of the ministry, no loans shall be entered into on behalf of the ministry, or any evidence of indebtedness issued in its name unless authorized by the President and by a resolution of the Board. Such authority may be general or confined to specific instances. 

14.2 Loans or Extensions of Credit to Officers and Directors 

No loans shall be made, and no credit shall be extended by the ministry to any Officer or Director or any other person. 

14.3 Checks, Drafts, Etc. 

All checks or demands for money and notes of the ministry shall be signed by the President or a person designated by the President. 

14.4 Deposits 

All funds of the ministry not otherwise employed shall be deposited as soon as practicable in an account of the ministry, in such banks, trust companies or other depositories as the President selects. 

14.5 Fiscal Year

The fiscal year of the ministry is the standard calendar year of January through December, unless otherwise changed by resolution of the Board which amends this section of the Bylaws. 

14.6 Annual Report 

The President and Treasurer shall present an annual report to the Board of Directors which shows the following items in appropriate detail, as they are relevant: 

1. The assets and liabilities, including any trust funds of the ministry as of the end of the immediately preceding fiscal year. b. The principal changes in assets and liabilities including any trust funds during the immediately preceding year, and as compared with the previous year. 
2. The revenue or receipts of the ministry for the immediately preceding year, including separate data for each trust fund held by or for the ministry. 
3. The expenses or disbursements for the immediately preceding year, including separate data for each trust fund, if any, held by or for the Directors. 

The details of the report may vary from year to year based on the needs of the ministry and the Board. 

ARTICLE 15. BOOKS, RECORDS AND INSPECTION 

15.1 Records to be Permanently Retained 

The ministry shall permanently keep a copy of the following documents and records, as required by Washington state law: (a) Minutes of all meetings of its members (if any) and of its Board of Directors; 

(b) A record of all actions taken by the members (if any) and the Board of Directors by unanimous written consent; and (c) A record of all actions taken on behalf of the ministry by a committee of the board. 

15.2 Records Required to Have Current Copies 

The ministry shall keep a current copy of the following records, as required by Washington state law: 

(a) Its Articles of Incorporation or restated Articles of Incorporation and all amendments to them currently in effect; (b) Its Bylaws or restated Bylaws and all amendments to them currently in effect; 

(c) A list of the names and business addresses of its current Directors and Officers; and 

(d) Its most recent annual report delivered to the Secretary of State, as required by Washington state law. 

15.3 Accounting Records. 

The ministry shall maintain appropriate accounting records. 

15.4 Form of Records. 

The ministry shall maintain its records in written form or in any other form of a record. 

15.5 Where Records are to Be Kept 

The records may be maintained at any location, inside or outside of the State of Washington. 

15.6 Inspection of Records 

There shall be no rights of inspection by the public of any of the ministry’s records, other than those available through required public filings with the State. Directors shall have the right to inspect records in accordance with applicable Washington state law. 

15.7 Record of Members (if any) 

If the ministry ever has members, the ministry or its agent shall maintain a record of its members, in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast. 

Memberships lists may not be obtained or used by any person for any purpose unrelated to a member’s interest as a member without the consent of the Board, including but not limited to use for any commercial purpose, or used to solicit cash or other property unless the cash or property will be used solely to solicit the votes of the members in an election to be held by the ministry. 

ARTICLE 16. LIMITATION ON A DIRECTORS AND OFFICERS LIABILITY

16.1 General Limitation and Exceptions. 

(a) No Director or primary Officer (President, Vice-President, Secretary and Treasurer) shall be liable to the ministry for monetary damages for conduct as a Director or Officer, except for: 

1) acts or omissions that involve intentional or fraudulent misconduct by the Director or Officer, 

2) a knowing violation of law by the Director or Officer; 

3) any transaction from which the Director or Officer will personally receive a benefit in money, property or services to which the Director or Officer is not legally entitled; or 

4) violation of any other standard of conduct set forth in these Bylaws which results in improper benefit to the Director or Officer or other damages to the ministry. 

(b) A Director’s or Officer’s liability shall be limited to the fullest extent allowed by Washington state law in effect at the time of the act or omission in question, or at the time the ministry seeks to hold a Director or Officer liable, whichever affords the Director the greatest protection, unless otherwise limited by these Bylaws or by state law. 

(c) In the event this Article in the Bylaws is later amended or repealed, such change will not adversely affect any right or protection of a Director or Officer that existed at the time of that change relating to an act or omission that took place before that change. 

16.2 Not Liable for Corporate Debts/Liabilities. The private property and assets of the Directors and Officers of the ministry shall not be subject to the payment of any ministry debts, nor shall the Directors or Officers of the ministry become individually liable or responsible for any debts or liabilities of the ministry that were properly entered into on behalf of the ministry. 

ARTICLE 17

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS 

The ministry shall indemnify Directors, Officers, employees and other agents acting on behalf of the ministry under the following terms, conditions and circumstances. 

17.1 Directors and Officers 

Subject to conditions set forth in this Article and the following Article 16 relating to indemnification of the Treasurer, the ministry shall advance funds or indemnify each of its Directors and primary Officers (as defined above in section 14.1(a)) against expenses, (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding or legal action arising by reason of the fact that such person is or was an agent acting on behalf of the ministry, other than an action by or in the right of the ministry against such Director or Officer. This advancement of funds or indemnification shall also extend to 

1. a Director or Officer who was serving at the request of the ministry as a director or officer of another ministry, partnership, joint venture, trust or other enterprise, while acting on behalf of that other entity; 
2. a Director or Officer who is threatened to be made a party to a lawsuit, or is called as a witness in a legal action or proceeding, arising from their role as a Director or Officer of the ministry; and 
3. a person who is no longer a Director or Officer and shall insure to the benefit of his or her heirs, executors and administrators. 

17.1.1. Conditions: Standard of Conduct 

In order to be entitled to indemnification under this Article, a Director or Officer must have acted in good faith and in a manner he/she reasonably believed to be in the best interests of the ministry, or not opposed to such interests. In a criminal case, the Director or Officer must have had reasonable cause to believe his/her conduct was lawful. No such indemnification shall be made with respect to any claim, issue or matter as to which the Director or Officer is adjudged to be liable for negligence or misconduct in the performance of his/her duties to the ministry. 

The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith or not in a manner which he/she reasonably believed to be in, or not opposed to, the best interests of the ministry. Such a terminations of action shall also not create a presumption that the person acted unlawfully. 

17.1.2 Determination Whether Standard of Conduct Was Met 

Whether or not a Director or Officer has met the standard of conduct in the preceding section in this Article may be determined by the other Directors of the Board or upon application to the court in which an action was adjudicated. If made by the Board, the

determination must be made (a) by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (b) if such quorum is not obtainable, then by a written opinion by independent legal counsel selected by the majority of a Board where a quorum of disinterested Directors is present. Even if a quorum is obtainable, the disinterested Board members may still choose to have the determination made by independent legal counsel instead of by themselves. 

If application is made to the court, the court may determine, in view of all relevant circumstances, that such person is fairly and reasonably entitled to be indemnified for such expenses, to the extent the court deems proper. 

17.1.3 Expenses in Advance of Final Disposition 

Expenses incurred in defending a civil or criminal action, suit or proceeding of the kind described in other sections of this Article shall be paid by the ministry in advance of the final disposition of the matter, but subject to an agreement by the person seeking indemnification to repay such amounts advanced if it is ultimately determined that he/she was not entitled to be indemnified by the ministry, or only to a lesser extent than the amount of funds paid in advance. 

17.1.4 Limitation of Indemnification 

Nothing in these Bylaws shall be construed as limiting the power or obligation of the ministry to indemnify any person in a way that is not permitted by the Washington nonprofit corporation law then in effect. 

17.1.5 Indemnification Related to Enforcement of Indemnification Rights 

The ministry shall also indemnify any Director or Officer against expenses, including attorney’s fees, actually and reasonably incurred by him/her in enforcing any right to indemnification under this Article, under the Washington nonprofit corporation law then in effect. 

17.1.6 Reliance on Indemnification Rights 

Any person who shall serve as a Director or Officer of the ministry or who shall serve at the request of the ministry as a Director, Officer, employee or agent of another ministry, partnership, joint venture, trust or other enterprise, shall be deemed to do so with knowledge of and in reliance upon the rights of indemnification provided in this Article, and the nonprofit corporation law of the State of Washington in effect at the time the actions in question were taken. 

17.2 Indemnification of Employees and Other Agents 

The Board of Directors may, at its discretion, on a case-by-case basis, provide indemnification and pay expenses in advance of the final disposition of a proceeding or legal action to any employee or other agent of the ministry with respect to an issue arising from their conduct while acting for or on behalf of the ministry. The terms of any indemnification and advancement of funds shall be determined by the Board of Directors, unless otherwise provided in these Bylaws. 

17.3 Insurance 

The ministry may obtain insurance to protect itself and any Director, Officer, trustee, employee or other agent of the ministry, against any expense, liability or loss resulting from any act or failure to act in the person’s capacity as a Director, Officer, trustee, employee or other agent of the ministry. 

17.4 Non-Exclusivity of Rights 

Rights to indemnification under this Article and the payment of expenses in advance of final disposition of a matter shall not be exclusive of any other right a person may have or later acquire under any law, the Articles of Incorporation, these Bylaws, or by a majority vote of disinterested Directors where a quorum is present. 

ARTICLE 18. INDEMNIFICATION OF 

FINANCE COMMITTEE MEMBERS AND TREASURER 

18.1 Right to Indemnification 

The ministry shall indemnify any voluntary or paid member of its Finance Committee and its Treasurer against and for any expense, fine, penalty, tax liability or similar item or cost, or the expense actually and necessarily incurred by him or her in connection with the defense of any action, suit or proceeding in which he or she is made a party by reason of being or having been a Finance Committee member or Treasurer, except in an action, suit or proceeding in which he or she is adjudged to be liable for negligence or misconduct in the performance of duty. 

18.2 Definition

“Negligence or misconduct in the performance of duty” shall not include mistakes in calculation, mistakes in filings or mistakes in connection with the processing or preparation of the ministry’s payroll, accounting or books and records unless any such mistake constitutes or is attributable to gross neglect in the performance of such person’s duty as a member of the Finance committee or as Treasurer. 

18.3 Reimbursement for Costs of Settlement 

The ministry may also reimburse any such member of the Finance Committee and the Treasurer the reasonable costs of settlement of any such action, suit or proceeding, including administrative proceedings involving the ministry brought by any government agency. Such reimbursement is conditioned on a determination by a majority of a committee composed of Directors not involved in the matter in controversy (whether or not a quorum) that (a) it is in the best interests of the ministry that such settlement be made and (b) that the person involved was not guilty of negligence or misconduct. 

18.4 Non-Exclusivity of Rights 

The above rights of indemnification and reimbursement are not exclusive of any other right to which such Finance Committee member or Treasurer may be entitled under any Bylaw, agreement or otherwise. 

ARTICLE 19. NOT A MEMBERSHIP MINISTRY 

This ministry is a nonmember ministry and therefore shall have no members or members with voting rights. All voting rights reside in the Board of Directors. Neither regular attendance at or participation in ministry functions nor contributions to the ministry, regular or otherwise, shall in in way entitle any person to membership rights in the ministry. 

Article 20 WHISTLEBLOWER POLICY 

20.01 Purpose. The Church requires all of its Directors, Officers, employees, and volunteers to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of the minsitry, individuals must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. Therefore, if a Director, Officer, employee, or volunteer of the ministry reasonably believes that the ministry, by and through its Directors, Officers, employees, or volunteers, or entities with whom the mnistry has a business relationship, is in violation of applicable law or regulation, or any policy or procedure of the Church, then that individual shall file a written complaint with either his or her supervisor or the Board of Directors of the ministry. This policy is intended to encourage and enable employees and others to raise serious concerns within the ministry prior to seeking resolution outside the ministry. 

20.02 Procedure. 

(a) Reporting Responsibility. It is the responsibility of all of the ministry Directors, Officers, employees, and volunteers to comply with all applicable laws and regulations, as well as all policies and procedures of the ministry and to report violations or suspected violations in accordance with the Policy. 

If a Director, Officer, employee, or volunteer of the ministry reasonably believes that any policy, practice, or activity of the ministry is in violation of any applicable law, regulation, policy, or procedure of the ministry, then the Director, Officer, employee, or volunteer should share their questions, concerns, or complaints with someone who may be able to address them properly. If the concerns are not addressed, the reporting individual should make a formal complaint as outlined herein. 

(b) 

Acting in Good Faith. Anyone filing a complaint concerning a violation or suspected violation of any applicable law, regulation, policy, or procedure of the ministry must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the applicable law, regulation, policy, or procedure of the minsitry. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense. 

(c) Reporting Violations. In most cases, an employee or volunteer’s supervisor is in the best position to address an area of concern. However, if the reporting individual is not comfortable speaking with his or her supervisor, or the reporting individual is not satisfied with his or her supervisor’s response, the reporting individual is encouraged to speak with a member of the Board of Directors. Directors are required to report suspected violations directly to the entire Board of Directors. 

(d) 

Accounting and Auditing Matters. The Board of Directors shall address all reported concerns or complaints regarding corporate accounting practices, internal controls, or auditing. The Board of Directors shall work until the matter is resolved. 

(e) Evidence. Although the reporting individual is not expected to prove the truth of an allegation, the reporting individual needs to demonstrate that there are reasonable grounds for concern on his or her part and that these concerns are most appropriately handled through this procedure. 

(f) 

Investigation of Complaint. After receipt of the complaint, the director to whom the complaint was made shall provide the complaint to the entire Board of Directors. The Board of Directors shall then determine whether an investigation is appropriate and the form that it should take. Concerns may be resolved through the initial inquiry by agreed action without the need for further investigation. The entire Board of Directors shall receive a report on each complaint and a follow-up report on action taken. 

(g) Handling of Reported Violations. The director to whom the complaint was made shall notify the reporting individual and acknowledge receipt of the reported violation within five (5) business days. All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation. 

A reporting individual who reasonably believes that s/he has been retaliated against in violation of this Policy shall follow the same procedures as s/he did when s/he filed the original complaint. 

20.03 Safeguards. 

(a) Confidentiality. Reported or suspected violations may be submitted on a confidential basis by the reporting individual or may be submitted anonymously. Reports of violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation. 

However, the reporting individual is encouraged to put his or her name to the allegation because appropriate follow-up questions and investigations may not be possible unless the source of the information is identified. Concerns expressed anonymously will be investigated, but consideration will be given to: the seriousness of the issue raised; the credibility of the concern; and the likelihood of confirming the allegation from documentation and/or other sources. 

Every effort will be made to protect the reporting individual’s identity; though all individuals considering such a report should be advised that anonymity cannot be assured if an external investigation or criminal proceedings relating to the report occur. 

(b) No Retaliation. No reporting individual who, in good faith, reports a violation shall suffer harassment, retaliation, or adverse employment consequence. An employee or representative of the ministry who retaliates against a reporting individual who has reported a violation in good faith is subject to discipline up to, and including, termination of employment or dismissal from Church representation. 

(c) Harassment or Victimization. Harassment or victimization of the reporting individual for providing information in accordance with this policy by anyone affiliated with the ministry will not be tolerated. In addition, the provision of such information shall not in any way influence, positively or negatively, the carrying out of routine disciplinary procedures by management as stated in the ministries employment policy. 

(d) 

Malicious Allegations. The Board of Directors recognizes that intentionally untruthful, malicious, erroneous, or harassing allegations would be damaging to the mission, integrity, and moral of the church or the reputation of the accused individual. The safeguards stated in this policy do not apply to individuals who make such complaints. Such allegations may result in disciplinary action, including but not limited to termination of employment and/or dismissal of membership. 

ARTICLE 21

CONFLICT OF INTEREST POLICY 

21.01 Purpose. The purpose of the conflict of interest policy is to protect the ministries interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a director or officer of the minstiry, 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 and charitable organizations. 

21.02 Definitions. 

(a) Interested Person. Any director, principal officer, or member of a committee with powers delegated by the Board of Directors, who has a direct or indirect financial interest, as defined below, is an interested person. 

(b) Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: 

(1) 

An ownership or investment interest in any entity with which the ministry has 

a transaction or arrangement; 

(2) A compensation arrangement with the ministry or with any entity or individual with which the Church has a transaction or arrangement; or 

(3) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the ministry is negotiating a transaction or arrangement. 

Compensation includes direct or indirect remuneration, as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. 

21.03 Procedures. 

(a) Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given opportunity to disclose all material facts to the Board of Directors. 

(b) 

Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he or she shall leave the Board meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exists. 

(c) 

Procedures for Addressing the Conflict of Interest. 

(1) An interested person may make a presentation at the Board meeting, but after the presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. 

(2) 

The chairman of the Board of Directors may, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. 

(3) 

After exercising due diligence, the Board of Directors shall determine whether the ministry can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. 

(4) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board of Directors shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the ministries best interests, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision whether to enter into the transaction or arrangement. 

(d) Violations of the Conflicts of Interest Policy. 

(1) 

If the Board of Directors has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. 

(2) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board of Directors determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. 

21.04 Records of Proceedings. The minutes of the Board of Directors shall contain: 

(a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board of Director’s decision as to whether a conflict of interest in fact existed. 

(b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. 

ARTICLE 22. DISTRIBUTION UPON DISSOLUTION 

21.1. Payment of Liabilities. 

Upon the dissolution of the ministry, it shall pay or make arrangements for payment of all of its legal liabilities. 

21.2 Distribution of Assets 

All remaining assets shall be distributed for one or more exempt purposes to one or more exempt churches or religious corporations whose purposes and core values are similar to those of this ministry. Priority should be given to churches or religious corporations that claim the same filing and tax exemptions as this ministry under 26 U.S. Code sections 508 (c)(1)(A) and 6033(a)(3), or a corresponding successor code section; however, distribution may also be made to exempt churches and religious corporations whose tax-exempt status has been recognized under 26 U.S. Code section 501(c)(3). Allowable distributions shall include those permitted under the Washington Nonprofit Corporation Act then in effect. 

21.3. Distribution of Any Remaining Assets 

If any assets remain, their distribution shall be determined by a court of competent jurisdiction of the county in which the principal office of the ministry is then located, for the exempt purposes stated above. The court shall then distribute the assets exclusively for such purposes or to such organization(s) as that court shall determine is/are organized and operated exclusively for the exempt purposes stated above. 

ARTICLE 23 

EMERGENCY POWERS AND BYLAWS 

23.01 Emergency Defined. An “emergency” exists for the purposes of this Article if a quorum of the Board of Directors cannot readily be obtained because of some catastrophic event. 

23.02 Emergency Powers and Bylaws. In the event of an emergency, the Board of Directors may: (i) modify lines of succession to accommodate the incapacity of any Board of Directors member, officer, employee or agent; and (ii) relocate the principal office, designate alternative principal offices or regional office, or authorize officers to do so. During an emergency, notice of a meeting of the Board of Directors only needs to be given to those Board of Directors members for whom such notice is practicable. The form of such notice may also include notice by publication or radio. One or more officers of the ministry present at a meeting of the Board of Directors may be deemed Board of Directors members for the meeting, as necessary to achieve a quorum. Corporate action taken in good faith during an emergency binds the ministry and may not be the basis for imposing liability on any Board of Directors Member, officer, employee or agent of the ministry on the ground that the action was not authorized. The Board of Directors may also adopt emergency bylaws, subject to amendments or repeal by the full Board of Directors, which may include provisions necessary for managing the ministry during an emergency including; (i) procedures for calling a meeting of the Board of Directors; (ii) quorum requirements for the meeting; and (iii) designation of additional or substitute Board of Directors members. The emergency bylaws shall remain in effect during the emergency and not after the emergency ends. 

ARTICLE 24. CERTIFICATION 

I certify that the foregoing is a true and correct copy of the Bylaws of the above-named ministry, duly adopted by the Board of Directors.